Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
Appears in 5 contracts
Samples: Underwriting Agreement (Callon Petroleum Co), Underwriting Agreement (Callon Petroleum Co), Underwriting Agreement (Callon Petroleum Co)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing printing, reproduction, delivery to or at the direction of the Representatives and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof); (iii) the costs of reproducing and distributing each of this Agreement, the Securities, the Indenture and any Blue Sky Memorandum; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) any fees charged by rating agencies for rating the costs and charges of any transfer agent and any registrarSecurities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) if required, all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsFinancial Industry Regulatory Authority; and (ix) all expenses and application fees related to the listing of the Shares Securities on the New York Stock Exchange.
(b) If (i) this Agreement is terminated pursuant to Section 99 or 10 hereof, (ii) the Company for any reason fails to tender the Shares Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
Appears in 4 contracts
Samples: Underwriting Agreement (Prudential Financial Inc), Underwriting Agreement (Prudential Financial Inc), Underwriting Agreement (Prudential Financial Inc)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification of the Securities and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the UnderwritersUnderwriters in connection therewith); (v) the cost of preparing stock certificates; (vi) fees and expenses of the costs Trustee and charges any paying agent (including related fees and expenses of any transfer agent and any registrarcounsel to such parties); (vii) if required all expenses and application fees fees, incurred in connection with the review by, any filing with, and clearance of the offering by, FINRA (including filing fees and fees and expenses of counsel for the Underwriters relating to the clearance of the offering by FINRA) and the approval of the Securities for book entry transfer by DTC; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares Underlying Securities on the New York Stock Exchange; and (x) all fees and expenses in connection with the registration of the Securities under the Exchange Act. It is understood, however, that, except as otherwise provided in this Agreement, the Underwriters will pay all fees and expenses of counsel for the Underwriters.
(b) If (i) this Agreement is terminated pursuant to Section 911, (ii) the Company for any reason fails to tender the Shares Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares Securities for any reason permitted under this AgreementAgreement (other than a termination of this Agreement pursuant to Section 12(c) hereof), the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
Appears in 4 contracts
Samples: Underwriting Agreement (Apollo Commercial Real Estate Finance, Inc.), Underwriting Agreement (Apollo Commercial Real Estate Finance, Inc.), Underwriting Agreement (Apollo Commercial Real Estate Finance, Inc.)
Payment of Expenses. (a) Whether The Company agrees to pay, or not reimburse if paid by the Underwriters, upon consummation of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, hereby: (ia) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (iib) the costs incident to the registration of the Shares under the Securities Act; (c) the costs incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, the Base Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus, any Pricing Disclosure Package amendments, supplements and exhibits thereto or any document incorporated by reference therein and the Prospectus costs of printing, reproducing and distributing any transaction document by mail or other means of communications; (d) the fees and expenses (including all exhibitsreasonable related fees and expenses of counsel for the Underwriters) incurred in connection with securing any required review by FINRA of the terms of the sale of the Shares and any filings made with FINRA; (e) any applicable listing, amendments quotation or other fees; (f) the fees and supplements theretoexpenses (including reasonable related fees and expenses of counsel to the Underwriters) of qualifying the Shares under the securities laws of the several jurisdictions as provided in Section 4(i) and the distribution thereofof preparing, printing and distributing wrappers, “Blue Sky Memoranda” and “Legal Investment Surveys”, if any; (iiig) the cost of preparing and printing stock certificates, if any; (h) all fees and expenses of the registrar and transfer agent of the Shares; and (i) all other costs and expenses incident to the Offering or the performance of the obligations of the Company under this Agreement (including, without limitation, the fees and expenses of the Company’s counsel and the Company’s independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters may reasonably designate accountants and the preparation, printing travel and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all other expenses incurred by the Company Company’s and Underwriters’ personnel in connection with any “road show” presentation to potential investors; and (ix) all including, without limitation, any expenses and application fees related to advanced by the listing of the Shares Underwriters on the New York Stock Exchange.
Company’s behalf (b) If (i) this Agreement is terminated pursuant to Section 9which will be promptly reimbursed)); provided, (ii) however, the Company for shall not be obligated to pay any reason fails to tender the Shares for delivery fees, disbursements and expenses of counsel to the Underwriters or pursuant to clauses (iiid) and (f) of this Section 5 in excess of $10,000 in the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated herebyaggregate.
Appears in 4 contracts
Samples: Equity Underwriting Agreement (Sarepta Therapeutics, Inc.), Equity Underwriting Agreement (Sarepta Therapeutics, Inc.), Equity Underwriting Agreement (Sarepta Therapeutics, Inc.)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the UnderwritersUnderwriters up to a maximum of $10,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRAby FINRA (including the reasonable fees and expenses of counsel for the Underwriters up to a maximum aggregate amount of $25,000); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock ExchangeNasdaq Market.
(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
Appears in 4 contracts
Samples: Underwriting Agreement (MyoKardia, Inc.), Underwriting Agreement (MyoKardia Inc), Underwriting Agreement (MyoKardia Inc)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated consummated, Borrower will promptly (and in any event, within thirty (30) days after any invoice or other statement or notice) pay: (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement is terminatedor any of the other Loan Documents or any other document or transaction referred to herein or therein, the Company will pay or cause to be paid (ii) all reasonable costs and expenses incident to the performance incurred by or on behalf of its obligations hereunder, Agent (including without limitationlimitation reasonable attorneys’ fees, travel costs and miscellaneous expenses), but excluding consultants fees other than in connection with an annual field audit permitted below, in connection with (i1) the costs incident to the authorizationnegotiation, issuancepreparation, sale, preparation execution and delivery of the Shares Loan Documents, and any taxes payable in that connection; and all consents, waivers or other documents or instruments relating thereto, (ii2) the costs incident filing, recording, refiling and re-recording of any Loan Documents and any other documents or instruments or further assurances required to be filed or recorded or refiled or re-recorded by the preparationterms of any Loan Document, printing (3) the borrowings hereunder and filing under other action reasonably required in the Securities Act course of the Registration Statementadministration hereof, the Preliminary Prospectus(4) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees all reasonable costs and expenses incurred by the Agent on behalf of any Lender Party (including without limitation reasonable attorneys’ fees, reasonable consultants’ fees and reasonable accounting fees) in connection with the registration conduct of an annual field audit, the preservation of any rights under the Loan Documents or qualification and determination the defense or enforcement of eligibility for investment any of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum Loan Documents (including this section), any attempt to cure any breach thereunder by any Restricted Person, or the related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges defense of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance Lender Party’s exercise of the offering by, FINRA; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related its rights thereunder. In addition to the listing of the Shares on the New York Stock Exchange.
(b) If (i) this Agreement is terminated pursuant to Section 9foregoing, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters until all Obligations have been paid in full, Borrower will also pay or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters Agent for all reasonable out-of-pocket costs and expenses (of Agent or its agents or employees in connection with the continuing administration of the Loans and the related due diligence of Agent, including the travel and miscellaneous expenses and reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters Agent’s outside counsel and consultants engaged in connection with this Agreement and the offering contemplated herebyLoan Documents.
Appears in 4 contracts
Samples: Credit Agreement (Comfort Systems Usa Inc), Credit Agreement (Comfort Systems Usa Inc), Credit Agreement (Comfort Systems Usa Inc)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will pay or cause to be paid the following: (i) the costs, expenses, fees and taxes in connection with the registration, issue, sale and delivery of the Securities, including any transfer taxes and stamp or similar duties, and the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Statutory Prospectus and amendments and supplements thereto and any Issuer Free Writing Prospectus and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any agreement among Underwriters, this Agreement, any Blue Sky Memoranda, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 5(e) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey(s); (iv) any fees charged by securities rating agencies for rating the Securities; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with, any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (vi) the costs of preparation, issuance and delivery of the Securities; (vii) the fees and expenses of the Trustee and any of its agents; (viii) the fees and disbursements of counsel for the Trustee; and (ix) all other costs and expenses incident to the performance of its obligations hereunderhereunder and under the Indenture which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section and Sections 8 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange.
(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred , transfer taxes on resale of any of the Securities by the Underwriters in connection them, and any advertising expenses connected with this Agreement and the offering contemplated herebyany offers they may make.
Appears in 4 contracts
Samples: Underwriting Agreement (State Street Corp), Underwriting Agreement (State Street Corp), Underwriting Agreement (State Street Corp)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company will hereby agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, hereunder including without limitation, the following:
(i) the costs incident all filing fees and communication expenses related to the authorization, issuance, sale, preparation and delivery registration of the Shares and any taxes payable Securities to be sold in that connection; (ii) the costs incident to Offering including all expenses in connection with the preparation, printing printing, formatting for XXXXX and filing under the Securities Act of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Prospectus and the Prospectus (including and any and all exhibits, amendments and supplements thereto) thereto and the distribution thereof; mailing and delivering of copies thereof to the Underwriters and dealers;
(ii) all fees and expenses in connection with filings with FINRA;
(iii) the fees all fees, disbursements and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred accountants in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters may reasonably designate Securities Act and the preparation, printing and distribution of a Blue Sky Memorandum Offering;
(including the related reasonable iv) all fees and expenses in connection with listing the Securities on the Nasdaq Capital Market, including a one-time payment to Underwriter’s counsel of counsel for the Underwriters); $5,000 in connection with such listing;
(v) the costs of all mailing and printing of the underwriting documents (including this Agreement, any blue sky surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney);
(vi) all reasonable travel expenses of the Company’s officers and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securities;
(vii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering;
(viii) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing stock certificates; certificates representing the Securities;
(viix) the costs cost and charges of any transfer agent or registrar for the Securities;
(x) any reasonable cost and any registrar; expenses in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Representative;
(viixi) fees of Underwriters’ Counsel;
(xii) the cost of preparing, printing and delivering certificates representing each of the Securities;
(xiii) all other costs, fees and expenses and application fees incurred in connection with any filing with, and clearance incident to the performance of the offering byCompany obligations hereunder which are not otherwise specifically provided for in this Section 5; provided, FINRA; (viii) all however, that the maximum amount of fees, costs and expenses incurred by the Representative that the Company in connection with any “road show” presentation to potential investors; shall be responsible for shall be $150,000. The Company and (ix) all expenses and application fees related the Representative acknowledge that the Company has previously paid to the listing Representative advances in an amount of $60,000 (the Shares on “Advances”) against the New York Stock ExchangeRepresentative’s out-of pocket expenses.
(b) If (i) Notwithstanding anything to the contrary in this Section 5, in the event that this Agreement is terminated by the Company, pursuant to Section 911(b) hereof, (ii) the Company for any reason fails or subsequent to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreementa Material Adverse Change, the Company agrees to reimburse will pay the out-of pocket expenses actually incurred as allowed under FINRA Rule 5110 by the Underwriters for all out-of-pocket costs and expenses through the date of such termination (including the reasonable fees and expenses disbursements of their counselUnderwriters’ Counsel ) reasonably incurred by in an aggregate amount not to exceed $150,000 less the Underwriters in connection with this Agreement and the offering contemplated herebyAdvances previously paid.
Appears in 4 contracts
Samples: Underwriting Agreement (Capnia, Inc.), Underwriting Agreement (Capnia, Inc.), Underwriting Agreement (Capnia, Inc.)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Representative may reasonably designate and with the preparation, printing and distribution of a any Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificatesthe Securities; (vi) the costs and charges of any transfer trustee, registrar or paying or authenticating agent and any registrarfor the Securities; (vii) any fees charged by rating agencies for rating the Securities; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange.
(b) . If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
Appears in 4 contracts
Samples: Underwriting Agreement (Southern National Bancorp of Virginia Inc), Underwriting Agreement (Synovus Financial Corp), Underwriting Agreement (Synovus Financial Corp)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the UnderwritersUnderwriters in connection therewith); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) if required, all expenses and application fees fees, incurred in connection with the review by, any filing with, and clearance of the offering by, FINRA (including filing fees and fees and expenses of counsel for the Underwriters relating to the clearance of the offering by FINRA); (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ixx) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange; and (xi) all fees and expenses in connection with the registration of the Shares under the Exchange Act. It is understood, however, that, except as otherwise provided in this Agreement, the Underwriters will pay all fees and expenses of counsel for the Underwriters.
(b) If (i) this Agreement is terminated pursuant to Section 911, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this AgreementAgreement (other than a termination of this Agreement pursuant to Section 12(c) hereof), the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
Appears in 4 contracts
Samples: Underwriting Agreement (Apollo Commercial Real Estate Finance, Inc.), Underwriting Agreement (Apollo Commercial Real Estate Finance, Inc.), Underwriting Agreement (Apollo Commercial Real Estate Finance, Inc.)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will pay or cause to be paid and bear all costs and expenses incident to the performance of its obligations hereunderunder this Agreement and any applicable Terms Agreement, including without limitation, (ia) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement (including financial statements and exhibits), as originally filed and as amended, the ADS Registration Statement, the Preliminary ProspectusDisclosure Package, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus cost of furnishing copies thereof to the Underwriters, (b) the printing and distribution of this Agreement (including all exhibitsany applicable Terms Agreement), amendments the Deposit Agreement, the Designated Indenture, the Offered Securities, the ADSs and supplements theretothe ADRs, (c) the delivery of the Offered Debt Securities and/or ADSs to the Underwriters and/or the Offered Shares to the Depositary, including any stock transfer taxes payable upon the delivery of the Offered Shares to the Depositary and/or the sale of the Debt Securities and/or the ADSs to the Underwriters, (d) the fees and disbursements of the Company’s counsel and accountants, (e) the qualification of the Offered Securities under the applicable securities laws in accordance with Section 4(c) and any filing for review of the distribution thereof; offering with the Financial Industry Regulatory Authority, (iiif) the costs and charges of the Depositary and any transfer agent, paying agent, calculation agent or registrar, (g) the fees of rating agencies, (h) the fees and expenses of the Company’s counsel and independent accountants; (iv) Trustee, including the fees and expenses incurred disbursements of counsel for the Trustee, in connection with the registration or qualification Designated Indenture and determination of eligibility for investment the Offered Debt Securities, (i) all expenses and listing fees in connection with the listing of the Offered Securities on the listing exchange as specified in the applicable Final Term Sheet, (j) all expenses and taxes for which the Company may at any time be liable, including, without limitation, any stamp duty, capital, withholding, transfer or other tax, incident to the issue and delivery of the Offered Shares under to the state Depositary or foreign securities or blue sky laws of such jurisdictions as the Debt Securities and/or the ADSs to the Underwriters may reasonably designate and the preparationsale and delivery of the Debt Securities and/or the ADSs evidenced by ADRs by the Underwriters to the initial purchasers thereof (provided that such sale and delivery by the Underwriters takes place outside the United Kingdom), printing and distribution of a Blue Sky Memorandum (k) up to the amount agreed by the Company as reimbursement for the out-of-pocket expenses, including the related reasonable fees and expenses disbursements of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange.
(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering transactions contemplated hereby, payable to you, for the account of the Underwriters. If a Terms Agreement is terminated by you in accordance with the provisions of Section 8, 13(a)(i) or 15, the Company shall reimburse the Underwriters for all their out-of-pocket expenses, including the fees and disbursements of counsel for the Underwriters.
Appears in 3 contracts
Samples: Underwriting Agreement (HSBC Holdings PLC), Underwriting Agreement (HSBC Holdings PLC), Underwriting Agreement (HSBC Holdings PLC)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Units and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Units under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Representatives may reasonably designate and and, if reasonably requested by the Representatives, the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (vvi) the cost of preparing stock certificates, if any, representing the Units; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ixx) all expenses and application fees related to the listing of the Shares Units on the New York Nasdaq Stock ExchangeMarket.
(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares Units for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares Units for any reason permitted under Section 6 of this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred and documented by the Underwriters in connection with this Agreement and the offering contemplated hereby.
Appears in 3 contracts
Samples: Underwriting Agreement (Brookfield Property Partners L.P.), Underwriting Agreement (Brookfield Property Partners L.P.), Underwriting Agreement (Brookfield Property Partners L.P.)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities or the Underlying Preferred Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) any fees charged by rating agencies for rating the cost of preparing stock certificatesSecurities; (vi) the costs fees and charges expenses of the Depositary and any paying agent (including related fees and expenses of any transfer agent and any registrarcounsel to such parties); (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the any offering by, FINRA; and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange.
(b) If (i) this Agreement is terminated pursuant to Section 98, (ii) the Company for any reason fails to tender the Shares Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
Appears in 3 contracts
Samples: Underwriting Agreement (Fifth Third Bancorp), Underwriting Agreement (Fifth Third Bancorp), Underwriting Agreement (Fifth Third Bancorp)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable and documented fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum and any “Canadian wrapper” (including the related reasonable and documented fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, by FINRA; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, provided however, that the Underwriters will pay all of the travel, lodging and other expenses of the Underwriters or any of their employees incurred by them in connection with the “road show”, and provided, further, that the Company and the Underwriters will each pay 50% of the cost of any aircraft chartered to be used in connection with such road show by both the Company and the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange.Nasdaq Market;
(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters (other than by reason of a default by any Underwriter) or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. For avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by an Underwriter that defaults on its obligations to purchase the Shares.
Appears in 3 contracts
Samples: Underwriting Agreement (Akero Therapeutics, Inc.), Underwriting Agreement (Akero Therapeutics, Inc.), Underwriting Agreement (Akero Therapeutics, Inc.)
Payment of Expenses. (a) Whether The Company agrees to pay, or not reimburse if paid by the Underwriters, upon consummation of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, hereby: (ia) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (iib) the costs incident to the registration of the Shares under the Securities Act; (c) the costs incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, the Base Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus, any Pricing Disclosure Package amendments, supplements and exhibits thereto or any document incorporated by reference therein and the Prospectus costs of printing, reproducing and distributing any transaction document by mail or other means of communications; (d) the reasonable fees and expenses (including all exhibitsrelated fees and expenses of counsel for the Underwriters) incurred in connection with securing any required review by FINRA of the terms of the sale of the Shares and any filings made with FINRA; (e) any applicable listing, amendments quotation or other fees; (f) the reasonable fees and supplements theretoexpenses (including related fees and expenses of counsel to the Underwriters) of qualifying the Shares under the securities laws of the several jurisdictions as provided in Section 4(i) and the distribution thereofof preparing, printing and distributing wrappers, “Blue Sky Memoranda” and “Legal Investment Surveys”; (iiig) the cost of preparing and printing stock certificates; (h) all fees and expenses of the registrar and transfer agent of the Shares; (i) the reasonable fees, disbursements and expenses of counsel to the Underwriters; and (j) all other reasonable costs and expenses incident to the offering of the Shares or the performance of the obligations of the Company under this Agreement (including, without limitation, the fees and expenses of the Company’s counsel and the Company’s independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters may reasonably designate accountants and the preparation, printing travel and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all other expenses incurred by the Company Company’s and Underwriters’ personnel in connection with any “road show” presentation to potential investors; and (ix) all including, without limitation, any expenses and application fees related to the listing of the Shares on the New York Stock Exchange.
(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred advanced by the Underwriters in connection with this Agreement and on the offering contemplated herebyCompany’s behalf (which will be promptly reimbursed)).
Appears in 3 contracts
Samples: Underwriting Agreement (Fuelcell Energy Inc), Underwriting Agreement (Fuelcell Energy Inc), Underwriting Agreement (Fuelcell Energy Inc)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Selling Shareholders will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any stamp duties or other issuance or transfer taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable related reasonable fees and expenses of counsel for the UnderwritersUnderwriters not to exceed $15,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRAFINRA (but with respect to related fees and expenses of counsel for the Underwriters not to exceed $20,000); (viii) all non-transportation-related expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors and 50% of the out-of-pocket costs and expenses of aircraft and other transportation used in connection with the road show; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock ExchangeNYSE. It is understood, however, that except as provided in this Section 13, Section 9 entitled “Indemnity and Contribution,” and Section 11 entitled “Termination” above, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel.
(b) If (i) this Agreement is terminated pursuant to clause (ii) of Section 911, (ii) the Company or the Selling Shareholders for any reason fails fail to tender the Shares for delivery to the Underwriters (other than pursuant to clauses (i), (iii), (iv) or (v) of Section 11 or Section 12) or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this AgreementAgreement (other than pursuant to clauses (i), (iii), (iv) or (v) of Section 11 or Section 12), the Company agrees and the Selling Shareholders agree to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby; provided that, if any Selling Shareholder fails to tender its Shares for delivery to the Underwriters, such Selling Shareholder agrees to reimburse the Underwriters only for its pro rata portion of such out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) based upon the number of Shares agreed to be sold by such Selling Shareholder pursuant to this Agreement relative to the total number of Shares agreed to be sold by the Selling Shareholder pursuant to this agreement with the remainder of such expenses being the responsibility of the Company.
(c) This Section 13 shall not affect any separate agreement relating to the allocation of payment of expenses between the Company, on the one hand, and the Selling Shareholders, on the other hand.
Appears in 3 contracts
Samples: Underwriting Agreement (Axalta Coating Systems Ltd.), Underwriting Agreement (Axalta Coating Systems Ltd.), Underwriting Agreement (Axalta Coating Systems Ltd.)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the documents related to the offering; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ixx) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange.
(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters as provided herein or (iii) the Underwriters decline to purchase the Shares for any reason permitted under Section 6 of this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. It is understood, however, that except as provided in this Section 11 and in Section 7, the Underwriters will pay all of their own costs and expenses, including, but not limited to, the fees of their counsel.
Appears in 3 contracts
Samples: Underwriting Agreement (M I Homes Inc), Underwriting Agreement (M I Homes Inc), Underwriting Agreement (M I Homes Inc)
Payment of Expenses. The Company will pay (adirectly or by reimbursement) Whether or not all costs, fees and expenses incurred in connection with the performance of its obligations under this Agreement and in connection with the transactions contemplated by this Agreement are consummated or this Agreement is terminatedhereby, including but not limited to (i) all expenses and taxes incident to the issuance and delivery of the Stock to the Representatives; (ii) all expenses incident to the registration of the Stock under the Securities Act; (iii) the costs of preparing stock certificates (including printing and engraving costs); (iv) all fees and expenses of the registrar and transfer agent of the Common Stock; (v) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Stock to the Underwriters; (vi) fees and expenses 15 of the Company's counsel and the Company's independent public accountants; (vii) all costs and expenses incurred in connection with the preparation, printing filing, shipping and distribution of the Registration Statement, each Pre-Effective Prospectus and the Prospectus (including all exhibits and financial statements) and all amendments and supplements provided for herein, the "Agreement Among Underwriters" between the Representatives and the other Underwriters, the Underwriters' Questionnaire, the Blue Sky memoranda and this Agreement; (viii) all filing fees, attorneys' fees and expenses incurred by the Company will pay or cause to be the Underwriters in connection with exemptions from the qualifying or registering (or obtaining qualification or registration of) all or any part of the Stock for offer and sale and determination of its eligibility for investment under the Blue Sky or other securities laws of such jurisdictions as the Representatives may designate; (ix) all fees and expenses paid or incurred in connection with filings made with the NASD; and (x) all other costs and expenses incident to the performance of its obligations hereunderhereunder which are not otherwise specifically provided for in this Section 5. In addition, including without limitationat the First Closing Date or the Option Closing Date, as the case may be, the Underwriter will deduct from the payment for the Firm Stock or any Option Stock purchased, two percent (i2%) of the costs incident gross proceeds of the Offering as payment for the Underwriter's non-accountable expense allowance relating to the authorizationtransactions contemplated hereby, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) which amount will include the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred for Credit Research & Trading LLC's services in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange.
(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering transactions contemplated hereby.
Appears in 3 contracts
Samples: Underwriting Agreement (Go2net Inc), Underwriting Agreement (Go2net Inc), Underwriting Agreement (Go2net Inc)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Securities [and any Warrant Securities issuable upon exercise of the Warrants] and any stamp, issuance, transfer or other similar taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable and documented fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities [and any Warrant Securities issuable upon exercise of the Warrants] under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Representative[s] may reasonably designate and with the preparationprior approval of the Company (such approval not to be unreasonably withheld, printing and distribution of a Blue Sky Memorandum conditioned or delayed) (including the related reasonable and documented fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates, if applicable; (vi) the costs and charges of any transfer agent and any registrar; (vii) all filing fees and the reasonable fees and expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRAFINRA (such fees and expenses pursuant to this clause (vii) and clause (iv), in the aggregate, shall not exceed $[ ]); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, provided, however, that the Underwriters shall be responsible for 50% of the third-party costs of any chartered private aircraft incurred in connection with such road show; and (ix) all expenses and application fees related to the listing of the Shares Securities [or any Warrant Securities issuable upon exercise of the Warrants] on [applicable stock exchange]. It is, however, understood that except as provided in this Section 12 or in Section 8 of this Agreement, the New York Stock ExchangeUnderwriters shall pay all of their own costs and expenses, including, without limitation, the fees and disbursements of their counsel, any advertising expenses connected with any offers they make and 50% of the third-party costs of any chartered private aircraft incurred in connection with the road show and all travel, lodging and other expenses of the Underwriters incurred by them in connection with any road show.
(b) If (i) this Agreement is terminated pursuant to Section 910 (other than as a result of a termination pursuant to clauses (i), (iii) or (iv) of Section 10), (ii) the Company for any reason fails to tender the Shares Securities for delivery to the Underwriters (other than as a result of a termination pursuant to Section 11 or clauses (i), (iii) or (iv) of Section 10 or the default by one or more of the Underwriters in its or their respective obligations hereunder) or (iii) the Underwriters decline to purchase the Shares Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable and documented fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
Appears in 3 contracts
Samples: Underwriting Agreement (TPG Specialty Lending, Inc.), Underwriting Agreement (TPG Specialty Lending, Inc.), Underwriting Agreement (TPG Specialty Lending, Inc.)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company Planet Fitness Parties, jointly and severally, will pay or cause to be paid all costs and expenses incident to the performance of its their obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, authorization and issuance of Shares by the Company to the TSG Continuing LLC Owners in connection herewith and the sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s Planet Fitness Parties’ counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Underwriter may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the UnderwritersUnderwriter); (v) the cost of preparing stock certificatescertificates (if any); (vi) the costs and charges of any transfer agent and any registrar; (vii) all reasonable expenses (including the legal fees of counsel for the Underwriter) and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all expenses incurred by the Company Planet Fitness Parties in connection with any “road show” presentation to potential investors; provided that any expenses associated with any chartered plane used in connection with any “road show” presentation to potential investors will be paid 50% by the Planet Fitness Parties and 50% by the Underwriter; and (ix) all expenses and application fees related to the listing of the Shares on the The New York Stock Exchange; provided that the fees and disbursements of counsel for the Underwriter pursuant to clauses (iv) and (vii) hereof shall not exceed $25,000 in the aggregate.
(b) If (i) this Agreement is terminated pursuant to Section 911 (other than as a result of a termination pursuant to clauses (i), (iii) or (iv) or Section 11), (ii) the Company Selling Stockholders for any reason fails fail to tender the Shares for delivery to the Underwriters Underwriter or (iii) the Underwriters decline Underwriter declines to purchase the Shares for any reason permitted under this Agreement, the Company agrees each Planet Fitness Party, jointly and severally, agree to reimburse the Underwriters Underwriter for all reasonable out-of-pocket costs and expenses (including the reasonable fees and expenses of their its counsel) reasonably incurred by the Underwriters Underwriter in connection with this Agreement and the offering contemplated hereby.
(c) The provisions of this Section 13 shall not affect any agreement that the Company and the Selling Stockholders may make for the sharing of such costs and expenses.
Appears in 3 contracts
Samples: Underwriting Agreement (Planet Fitness, Inc.), Underwriting Agreement (Planet Fitness, Inc.), Underwriting Agreement (Planet Fitness, Inc.)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedThe Company agrees to pay all costs, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification performance of its obligations hereunder and determination of eligibility for investment in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Shares Notes (including all printing and engraving costs), (ii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Notes, (iii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors to the Company, (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, the Preliminary Prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, the Indenture, and the Notes, (v) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Notes for offer and sale under the state or foreign securities or blue sky laws laws, and, if requested by the Representatives, preparing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such jurisdictions as qualifications, registrations and exemptions, (vi) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriters may reasonably designate in connection with, the review, if any, by the FINRA of the terms of the sale of the Notes, (vii) the fees and expenses of the Trustee, including the reasonable fees and disbursements of counsel for the Trustee in connection with the Indenture and the preparationNotes, printing (viii) any fees payable in connection with the rating of the Notes with the ratings agencies, (ix) all fees and distribution of a Blue Sky Memorandum expenses (including the related reasonable fees and expenses of counsel counsel) of the Company in connection with approval of the Notes by the Depositary for the Underwriters); “book-entry” transfer, (vx) the cost of preparing stock certificates; (vi) the all other fees, costs and charges expenses referred to in Item 14 of Part II of the Registration Statement, and (xi) all other fees, costs and expenses incurred in connection with the performance of its obligations hereunder for which provision is not otherwise made in this Section. Except as provided in this Section 4 and Section 6 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any transfer agent Note by them and any registrar; (vii) all advertising expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock Exchangeoffers they make.
(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
Appears in 3 contracts
Samples: Underwriting Agreement (Fluor Corp), Underwriting Agreement (Fluor Corp), Underwriting Agreement (Fluor Corp)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements theretothereto in connection therewith) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the documented, reasonable fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such U.S. jurisdictions as the Underwriters Representative may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) any fees charged by rating agencies for rating the costs and charges of any transfer agent and any registrarSecurities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRAthe Financial Industry Regulatory Authority; and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange.
(b) If (i) this Agreement is terminated pursuant to Section 98, (ii) the Company for any reason fails to tender the Shares Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares Securities for any reason permitted under this Agreement, other than due to a termination pursuant to Section 9, the Company agrees to reimburse the Underwriters for all reasonable, documented out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
Appears in 3 contracts
Samples: Underwriting Agreement (United States Steel Corp), Underwriting Agreement (United States Steel Corp), Underwriting Agreement (United States Steel Corp)
Payment of Expenses. (a) Whether or not The Company covenants and agrees with the transactions contemplated by this Agreement are consummated or this Agreement is terminated, several Underwriters that the Company will shall pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and independent registered public accounting firm in connection with the registration of the Common Shares under the Securities Act; (ii) all other expenses in connection with the preparation, printing and filing of the Registration Statement, any preliminary prospectus, the Preliminary Prospectus and the Prospectus and all other amendments and supplements thereto, and any Issuer Free Writing Prospectus, and the mailing and delivering of copies thereof to the Underwriters and dealers; (iii) the cost of printing and producing any Agreement among Underwriters, this Agreement, any Pricing Agreement, any Blue Sky and legal investment memoranda, closing documents (including any compilations thereof) and any other documents so long as such documents have been approved by the Company in connection with the offering, purchase, sale and delivery of the Common Shares; (iv) all expenses in connection with the qualification of the Common Shares for offering and sale under state securities laws as provided in Section 5(c) hereof, including the fees and disbursements of the counsel to the Underwriters, in connection with such qualification and in connection with any Blue Sky and legal investment surveys; (v) any filing fees incident to, and the reasonable fees and disbursements of the counsel to the Underwriters, in connection with any required review by the Financial Industry Regulatory Authority of the terms of the sale of the Common Shares; (vi) the cost of preparing the certificates for the Common Shares; (vii) the reasonable fees and expenses of any transfer agent or registrar or dividend disbursing agent; (viii) any taxes payable in connection with the issuance, sale and delivery of the Designated Shares to the Underwriters; (ix) all fees imposed by any stock exchange related to the filing or registration of the Designated Shares; and (x) all other costs and expenses incident to the performance of its obligations hereunderhereunder and under any Pricing Agreement, which are not otherwise specifically provided for in this Section. It is understood, however, that, except as otherwise specifically provided in this Section 7 and Sections 9 and 14 hereof, the Underwriters shall pay all of their own costs and expenses, including without limitation, (i) the costs incident fees of the counsel to the authorizationUnderwriters, issuance, sale, preparation and delivery transfer taxes on resale of any of the Designated Shares by them, and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and advertising expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection connected with any filing with, and clearance of the offering by, FINRA; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock Exchangeoffers they may make.
(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
Appears in 3 contracts
Samples: Underwriting Agreement (Brandywine Operating Partnership, L.P.), Underwriting Agreement (Brandywine Operating Partnership, L.P.), Underwriting Agreement (Brandywine Realty Trust)
Payment of Expenses. (a) Whether or not The Company and the transactions contemplated by this Agreement are consummated or this Agreement is terminatedGuarantor covenant and agree, jointly and severally, with the several Underwriters that the Company or the Guarantor will pay pay, or cause to be paid all costs and expenses incident to paid, the performance of its obligations hereunder, including without limitation, following: (i) the costs incident to the authorizationfees, issuance, sale, preparation disbursements and delivery expenses of the Shares Company’s and any taxes payable the Guarantor’s counsels and accountants in that connection; (ii) connection with the costs incident to issue of the Securities and the Guarantees and all other expenses in connection with the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof, including the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the costs of reproducing and distributing each of the Transaction Documents, any Blue Sky Memorandum, closing documents (including any compilations thereof), and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 4(g) hereof, including the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky and legal investment surveys; (iv) any fees charged by securities rating services for rating the Securities; (v) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and the Guarantee to the Underwriters and any taxes payable in that connection; (vi) the fees and expenses of the Company’s counsel Trustee, any agent of the Trustee or any paying agent and independent accountants; (iv) the fees and expenses incurred disbursements of counsel for the Trustee in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters may reasonably designate Indenture and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrarSecurities; (vii) 50% of all roadshow aircraft expenses, and all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 6; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares Securities on the New York Stock Exchange.
(b) If (i) . It is understood, however, that, except as provided in this Agreement is terminated pursuant to Section 96, (ii) the Company for any reason fails to tender the Shares for delivery to and Sections 8 and 11 hereof, the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for will pay all out-of-pocket of their own costs and expenses (expenses, including the reasonable fees and expenses of their counsel) reasonably incurred , transfer taxes on resale of any of the Securities or Guarantees by the Underwriters in connection them, and any advertising expenses connected with this Agreement and the offering contemplated herebyany offers they may make.
Appears in 3 contracts
Samples: Underwriting Agreement (Allegion PLC), Underwriting Agreement (Allegion PLC), Underwriting Agreement (Allegion PLC)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will pay or cause to be paid all costs and expenses incident to incurred in connection with the performance of its obligations hereunderunder this Agreement, including without limitation, limitation (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration StatementStatement (including financial statements and exhibits) as originally filed and each amendment thereto, (ii) the Preliminary Prospectuspreparation, any printing and delivery to the Underwriters of copies of each preliminary prospectus, each Issuer Free Writing Prospectus, any Pricing Disclosure Package Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (iii) the preparation, issuance and delivery of the Notes to the Underwriters, including any transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Notes to the Underwriters, (iv) all exhibitscosts and expenses incurred in connection with the preparation and execution of this Agreement, amendments and supplements thereto) the Indenture and the distribution thereof; DTC Agreement, (iiiv) the fees and disbursements of the Company’s counsel, accountants and other advisors, (vi) the qualification of the Notes under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Notes, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and the cost of aircraft and other transportation chartered in connection with the road show, (viii) the filing fees incident to, and the documented and reasonable fees and disbursements of counsel to the Underwriters in connection with, the review by FINRA, if required, of the terms of the sale of the Notes, (ix) any fees payable in connection with the rating of the Notes by the rating agencies, (x) the fees and expenses of the Company’s Trustee, including the documented and reasonable fees and disbursements of counsel for the Trustee in connection with the Indenture and independent accountants; the Notes, (ivxi) the fees and expenses of making the Notes eligible for clearance, settlement and trading through the facilities of DTC, (xii) all other fees, costs and expenses referred to in Item 14 of Part II of the Registration Statement, and (xiii) all other fees, costs and expenses incurred in connection with the registration or qualification performance of its obligations hereunder for which provision is not otherwise made in this Section. Except as provided in this Section 4 and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as Sections 6, 7 and 9(c) hereof, the Underwriters may reasonably designate and the preparationshall pay their own expenses, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange.
(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
Appears in 3 contracts
Samples: Underwriting Agreement (Trimble Inc.), Underwriting Agreement (Trimble Inc.), Underwriting Agreement (Trimble Navigation LTD /Ca/)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs (other than the fees and expenses of underwriters’ counsel related thereto) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Representative may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses reasonably incurred of counsel for the Underwriters); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRAthe Financial Industry Regulatory Authority; (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ixx) all expenses and application fees related to the listing of the Shares on the New York Stock ExchangeNasdaq Global Market.
(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iiiii) the Underwriters decline to purchase the Shares for any reason permitted under this AgreementAgreement (other than Section 9), the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
Appears in 3 contracts
Samples: Underwriting Agreement (Approach Resources Inc), Underwriting Agreement (Approach Resources Inc), Underwriting Agreement (Approach Resources Inc)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange.
(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
Appears in 3 contracts
Samples: Underwriting Agreement (FelCor Lodging Trust Inc), Underwriting Agreement (FelCor Lodging Trust Inc), Underwriting Agreement (FelCor Lodging Trust Inc)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the UnderwritersUnderwriters up to a maximum aggregate amount of $15,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, Inc. (“FINRA”) (including the reasonable fees and expenses of counsel for the Underwriters up to a maximum aggregate amount of $25,000); and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; , provided that the cost of any aircraft chartered in connection with the “road show” shall be shared equally between the Company and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock ExchangeUnderwriters.
(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
Appears in 3 contracts
Samples: Underwriting Agreement (Ignyta, Inc.), Underwriting Agreement (Ignyta, Inc.), Underwriting Agreement (Ignyta, Inc.)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Guarantor, jointly and severally, will pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation execution, issue, authentication, packaging and initial delivery of the Shares Securities and any taxes payable by them in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing the Underwriting Agreement; (iv) the fees and expenses of the Company’s and the Guarantor’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky Blue Sky laws of such jurisdictions as the Underwriters Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum memoranda related thereto (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) any fees charged by rating agencies for rating the costs and charges of any transfer agent and any registrarSecurities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRAFINRA and the approval of the Securities for book-entry transfer by DTC; and (viiiix) all expenses incurred by the Company and the Guarantor in connection with any “investor presentation and any road show” show presentation to potential investors; , provided, however, that except as provided in this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (ixother than with respect to any investor presentation or any road show presentation) all expenses and application fees related to the listing of the Shares on the New York Stock Exchangeconnected with any offers they make.
(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender purchase of the Shares for delivery to Securities by the Underwriters or (iii) the Underwriters decline to purchase the Shares is not consummated for any reason permitted under this AgreementAgreement other than because of the termination of this Agreement pursuant to clauses (i), (iii) and (iv) of Section 9 hereof or the occurrence of any event specified in Section 10 hereof, the Company agrees and the Guarantor, jointly and severally, agree to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby, but the Company and the Guarantor shall be under no further liability to any Underwriter except as provided in Section 7 hereof.
Appears in 3 contracts
Samples: Underwriting Agreement (NEWMONT Corp /DE/), Underwriting Agreement (NEWMONT Corp /DE/), Underwriting Agreement (Newmont Goldcorp Corp /De/)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement and the Forward Sale Agreements are consummated or this Agreement is and the Forward Sale Agreements are terminated, the Company will agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, : (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Offered Shares and the Shares issuable pursuant to the Forward Sale Agreements and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the each Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package the Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement and the Forward Sale Agreements; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Shares and the Shares issuable pursuant to the Forward Sale Agreements under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters, the Forward Purchasers and the Forward Sellers in an aggregate amount not to exceed $10,000); (v) the cost of preparing stock certificates; (vi) the costs fees and charges expenses incurred in connection with the listing of the Offered Shares and the Shares issuable pursuant to the Forward Sale Agreements on the NYSE; (vii) the fees and expenses of any transfer agent or registrar for the Shares (including related fees and expenses of any registrarcounsel to such parties); (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRAthe Financial Industry Regulatory Authority; and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange.
(b) If (i) this Agreement is terminated pursuant to Section 911, (ii) the Company for any reason fails to tender the Offered Shares are not tendered for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Offered Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters Underwriters, the Forward Purchasers and the Forward Sellers for all documented out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters Underwriters, the Forward Purchasers and the Forward Sellers in connection with this Agreement and the offering contemplated hereby.
Appears in 3 contracts
Samples: Underwriting Agreement (W. P. Carey Inc.), Underwriting Agreement (W. P. Carey Inc.), Underwriting Agreement (W. P. Carey Inc.)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will pay or cause to be paid the following: (i) the costs, expenses, fees and taxes in connection with the registration, issue, sale and delivery of the Securities, including any transfer taxes and stamp or similar duties, and the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Statutory Prospectus and amendments and supplements thereto and any Issuer Free Writing Prospectus and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any agreement among Underwriters, this Agreement, any Blue Sky Memoranda, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 5(e) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey(s); (iv) any fees charged by securities rating agencies for rating the Securities; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with, any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (vi) the costs of preparation, issuance and delivery of the Securities; (vii) the fees and expenses of the Trustee and any of its agents; (viii) the fees and disbursements of counsel for the Trustee; (ix) the reasonable and documented costs and expenses incurred by the Underwriters in connection with any “non-deal road show” or any pre-marketing presentation to potential investors; and (x) all other costs and expenses incident to the performance of its obligations hereunderhereunder and under the Indenture which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section and Sections 8 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange.
(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred , transfer taxes on resale of any of the Securities by the Underwriters in connection them, and any advertising expenses connected with this Agreement and the offering contemplated herebyany offers they may make.
Appears in 3 contracts
Samples: Underwriting Agreement (State Street Corp), Underwriting Agreement (State Street Corp), Underwriting Agreement (State Street Corp)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Securities [and any Warrant Securities issuable upon exercise of the Warrants] and any stamp, issuance, transfer or other similar taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable and documented fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities [and any Warrant Securities issuable upon exercise of the Warrants] under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Representative[s] may reasonably designate and with the preparationprior approval of the Company (such approval not to be unreasonably withheld, printing and distribution of a Blue Sky Memorandum conditioned or delayed) (including the related reasonable and documented fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates, if applicable, in connection with the issuance and sale of any Underlying Securities; (vi) the costs and charges of any transfer agent and any registrarregistrar in connection with the issuance and sale of any Underlying Securities; [(vii) all filing fees and the reasonable fees and expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRAFINRA (such fees and expenses pursuant to this clause (vii) and clause (iv), in the aggregate, shall not exceed $[ ])]; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, provided, however, that the Underwriters shall be responsible for 50% of the third-party costs of any chartered private aircraft incurred in connection with such road show; (ix) the fees and expenses of the Trustee with respect to the Securities; and (ixx) all expenses and application fees related to the listing of the Shares Securities, the Underlying Securities [or any Warrant Securities issuable upon exercise of the Warrants] on [applicable stock exchange]. It is, however, understood that except as provided in this Section 12 or in Section 8 of this Agreement, the New York Stock ExchangeUnderwriters shall pay all of their own costs and expenses, including, without limitation, the fees and disbursements of their counsel, any advertising expenses connected with any offers they make and 50% of the third-party costs of any chartered private aircraft incurred in connection with the road show and all travel, lodging and other expenses of the Underwriters incurred by them in connection with any road show.
(b) If (i) this Agreement is terminated pursuant to Section 910 (other than as a result of a termination pursuant to clauses (i), (iii) or (iv) of Section 10), (ii) the Company for any reason fails to tender the Shares Securities for delivery to the Underwriters (other than as a result of a termination pursuant to Section 11 or clauses (i), (iii) or (iv) of Section 10 or the default by one or more of the Underwriters in its or their respective obligations hereunder) or (iii) the Underwriters decline to purchase the Shares Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable and documented fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
Appears in 3 contracts
Samples: Underwriting Agreement (TPG Specialty Lending, Inc.), Underwriting Agreement (TPG Specialty Lending, Inc.), Underwriting Agreement (TPG Specialty Lending, Inc.)
Payment of Expenses. (a) Whether or not the transactions contemplated Conversion is completed or the sale, issuance, and exchange of the Shares by this Agreement are consummated or this Agreement the Holding Company is terminatedconsummated, the Company Primary Parties will pay or cause to be paid for all costs and their expenses incident to the performance of its obligations hereunderthis Agreement, including without limitation, : (ia) the costs incident to the authorization, issuance, sale, preparation and delivery filing of the Shares Applications and any taxes payable in that connectionRegistration Statement; (iib) the costs incident to the preparation, printing printing, filing, delivery, and filing under the Securities Act mailing of the Registration Statement, including the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and all documents related to the Prospectus (including all exhibits, amendments Offering and supplements thereto) and the distribution thereofproxy solicitation; (iiic) the all filing fees and expenses in connection with the qualification or registration of the CompanyShares for offer and sale by the Holding Company under the securities or “blue sky” laws, including without limitation filing fees, reasonable legal fees, and disbursements of counsel in connection therewith, and in connection with the preparation of a blue sky law survey; (d) the filing fees of FINRA related to KBW’s fairness filing under Rule 5110 of FINRA; (e) fees and expenses related to the preparation of the independent appraisal; (f) fees and expenses related to printing, data processing, auditing, accounting, and other services; (g) all expenses relating to advertising, temporary personnel, investor meetings, and the stock information center; and (h) transfer agent fees and costs of preparation and distribution of stock certificates. In the event that KBW incurs any expenses described above on behalf of the Primary Parties, the Primary Parties will pay or reimburse KBW for such expenses regardless of whether the Conversion is successfully completed, and such reimbursements will not be included in the expense limitations set forth below in this Section 9. The Primary Parties also agree to reimburse KBW for reasonable out-of-pocket expenses, including legal fees and expenses, incurred by KBW in connection with the services hereunder, subject to the limitations provided below. KBW will not incur reimbursable legal fees (including counsel’s reasonable out-of-pocket expenses) in excess of $100,000. KBW will not incur actual accountable reimbursable out-of-pocket expenses in excess of $30,000 in the Offering. The Primary Parties acknowledge, however, that such limitations on fees and expenses may be increased by the mutual consent of the Holding Company and KBW in the event of a material delay or resolicitation of the Offering, which requires material additional work by KBW’s counsel and independent accountantsor an update of the financial information contained in the Prospectus to reflect a period later than that set forth in the financial statements in the original Registration Statement; (iv) provided that under such circumstances, KBW will be reimbursed only for additional out-of-pocket expenses not in excess of $10,000 or additional reimbursable legal fees not in excess of $15,000. In addition to the fees and expenses set forth in this Section 9, the Primary Parties will also reimburse the Agent an amount not to exceed $5,000 for the Agent’s reasonable out-of-pocket expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer conversion agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all expenses incurred services to be performed by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange.
(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted Agent under this Agreement. Not later than two (2) days prior to the Closing Date, KBW will provide the Company agrees to reimburse the Underwriters for Bank with a detailed accounting of all out-of-pocket costs and expenses (including the reasonable fees and reimbursable expenses of their counsel) reasonably incurred by KBW and its counsel to be paid at the Underwriters in connection with this Agreement and the offering contemplated herebyClosing.
Appears in 3 contracts
Samples: Agency Agreement (Pathfinder Bancorp Inc), Agency Agreement (Pathfinder Bancorp, Inc.), Agency Agreement (Pathfinder Bancorp, Inc.)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company will hereby agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, the following: (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable all expenses in that connection; (ii) the costs incident to connection with the preparation, printing and filing under the Securities Act of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including and any and all exhibits, amendments and supplements thereto) thereto and the distribution thereofmailing and delivering of copies thereof to the Underwriters and dealers; (iiiii) the fees fees, disbursements and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred accountants in connection with the registration or qualification and determination of eligibility for investment of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or documents (including any compilations thereof) in connection with the Offering; (iv) all expenses in connection with the qualification of the Shares for offering and sale under state or foreign securities or blue sky laws of such jurisdictions as the Underwriters may reasonably designate and the preparationprovided in Section 4(f) hereof, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses disbursements of counsel for the Underwriters)Underwriters in connection with such qualification or offering and in connection with any blue sky survey; (v) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the FINRA of the terms of the Offering; (vi) all fees and expenses in connection with listing the Shares on the NYSE; (vii) all travel expenses of the Company’s officers and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Shares; and (viii) any stock transfer taxes incurred in connection with this Agreement or the Offering. The Company also will pay or cause to be paid: (x) the cost of preparing stock certificatescertificates representing the Shares; (viy) the costs cost and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of or registrar for the offering by, FINRA; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsShares; and (ixz) all other costs and expenses and application fees related incident to the listing performance of its obligations hereunder which are not otherwise specifically provided for in this Section 6. It is understood, however, that except as provided in Sections 8, 9 and 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel and stock transfer taxes on resale of any of the Shares on the New York Stock Exchangeby them.
(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
Appears in 3 contracts
Samples: Underwriting Agreement (Capstead Mortgage Corp), Underwriting Agreement (Capstead Mortgage Corp), Underwriting Agreement (Capstead Mortgage Corp)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the UnderwritersUnderwriters in connection therewith); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) if required all expenses and application fees fees, incurred in connection with the review by, any filing with, and clearance of the offering by, FINRA (including filing fees and fees and expenses of counsel for the Underwriters relating to the clearance of the offering by FINRA); (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ixx) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange; and (xi) all fees and expenses in connection with the registration of the Shares under the Exchange Act. It is understood, however, that, except as otherwise provided in this Agreement, the Underwriters will pay all fees and expenses of counsel for the Underwriters.
(b) If (i) this Agreement is terminated pursuant to Section 911, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this AgreementAgreement (other than a termination of this Agreement pursuant to Section 12(c) hereof), the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
Appears in 3 contracts
Samples: Underwriting Agreement (Apollo Commercial Real Estate Finance, Inc.), Underwriting Agreement (Apollo Commercial Real Estate Finance, Inc.), Underwriting Agreement (Apollo Commercial Real Estate Finance, Inc.)
Payment of Expenses. (a) Whether or not The Depositor and the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause Seller agree to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, pay: (i) the costs incident to the authorization, issuance, sale, preparation sale and delivery of the Shares Certificates and any taxes payable in that connectionconnection therewith; (ii) the costs incident to the preparation, printing preparation and filing under the Securities Act of the Registration StatementStatement and any amendments and exhibits thereto; (iii) the costs of distributing the Registration Statement as originally filed and each amendment thereto and any post-effective amendments thereof (including, in each case, exhibits), the Long Beach Preliminary Prospectus, the Long Beach Prospectus and any amendment or supplement to the Long Beach Preliminary Prospectus or the Long Beach Prospectus, any Issuer Free Writing Prospectus (as defined in Section 9(b)(ii)) or any document incorporated by reference therein, all as provided in this Agreement; (iv) the costs of reproducing and distributing this Agreement and any other related agreements; (v) any fees charged by securities rating services for rating the Certificates; (vi) the cost of accountants’ comfort letters relating to the Long Beach Preliminary Prospectus, the Long Beach Prospectus and any Pricing Disclosure Package Issuer Free Writing Prospectus prepared by or on behalf of the Depositor and the Prospectus bring down letter to be delivered pursuant to Section 6(c) hereof; (including all exhibits, amendments and supplements theretovii) the cost of the accountants’ comfort letter relating to static pool information prepared by or on behalf of the Depositor and the distribution thereofbring down letter to be delivered pursuant to Section 6(k); (iiiviii) any expenses incurred in connection with the filing, if required, of any Underwriter Free Writing Prospectus prepared by or on behalf of the Underwriters with the Commission; (ix) the reasonable fees and expenses of its counsel, accountants and any other experts or advisors retained by the Depositor; (x) commercially reasonable expenses related to the qualification of the Underwritten Certificates under the state securities or Blue Sky laws, including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of any Blue Sky memoranda; (xi) the fees and expenses of the Company’s Trustee and its counsel (other than such ongoing fees or expenses which are provided for pursuant to the terms of the Pooling and independent accountantsServicing Agreement); and (ivxii) the fees all other costs and expenses incurred in connection with incidental to the registration or qualification and determination of eligibility for investment performance of the Shares under obligations of the state or foreign securities or blue sky laws of such jurisdictions Depositor and the Seller; provided that, except as provided in this Section 7, the Underwriters may reasonably designate shall pay their own costs and the preparationexpenses, printing and distribution of a Blue Sky Memorandum including (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vix) the costs and charges expenses of their counsel, except as otherwise mutually agreed, (y) any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing withtaxes on the Underwritten Certificates which they may sell, and clearance (z) the expenses of advertising any offering of the offering by, FINRA; (viii) all expenses incurred Underwritten Certificates made by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange.
(b) Underwriters. If (i) this Agreement is terminated pursuant because of a breach by the Depositor of any covenant or agreement hereunder or the failure of any closing condition set forth in Section 6 (other than the failure of the closing condition set forth in Section 6(h)(i), 6(h)(ii), 6(h)(iii) or 6(h)(v) to Section 9be met), (ii) the Company for any reason fails to tender the Shares for delivery to Depositor shall cause the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters be reimbursed for all reasonable out-of-pocket costs and expenses (expenses, including the reasonable fees and expenses disbursements of their counsel) reasonably incurred by Xxxxxxx Xxxxxxxx & Xxxx LLP, counsel for the Underwriters in connection with this Agreement and the offering contemplated herebyUnderwriters.
Appears in 3 contracts
Samples: Underwriting Agreement (Long Beach Securities Corp), Underwriting Agreement (Long Beach Mortgage Loan Trust 2006-2), Underwriting Agreement (Long Beach Mortgage Loan Trust 2006-3)
Payment of Expenses. (a) A. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Representatives may reasonably designate request and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) any fees charged by rating agencies for rating the costs and charges of any transfer agent and any registrarSecurities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the any offering by, FINRA; and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; . Except as explicitly provided in this Section 10 and (ix) all expenses Section 7, the Underwriters shall pay their own expenses, including the fees and application fees related to disbursements of their counsel and other advisors.
B. If this Agreement shall be terminated by the listing Underwriters, or any of them, because of any failure or refusal on the part of the Shares on Company to comply with the New York Stock Exchange.
(b) If (i) terms or to fulfill any of the conditions of this Agreement is terminated pursuant to Section 9Agreement, (ii) the Company or if for any reason fails the Company shall be unable to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted perform its obligations under this Agreement, the Company agrees to will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket costs and accountable expenses (including the reasonable fees and expenses disbursements of their counsel) reasonably actually incurred by the such Underwriters in connection with this Agreement and or the offering of the Securities contemplated hereby.
Appears in 3 contracts
Samples: Underwriting Agreement (Adobe Inc.), Underwriting Agreement (Adobe Inc.), Underwriting Agreement (Adobe Inc.)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will pay or cause to be paid the following: (i) the costs, expenses, fees and taxes in connection with the registration, issue, sale and delivery of the Securities, including any transfer taxes and stamp or similar duties, and the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Statutory Prospectus and amendments and supplements thereto and any Issuer Free Writing Prospectus and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any agreement among Underwriters, this Agreement, any Blue Sky Memoranda, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 5(e) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey(s); (iv) any fees charged by securities rating agencies for rating the Securities; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with, any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of the Trustee and any of its agents, and the fees and disbursements of counsel for the Trustee; and (viii) all other costs and expenses incident to the performance of its obligations hereunderhereunder and under the Indentures which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Sections 8 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange.
(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred , transfer taxes on resale of any of the Securities by the Underwriters in connection them, and any advertising expenses connected with this Agreement and the offering contemplated herebyany offers they may make.
Appears in 3 contracts
Samples: Underwriting Agreement (State Street Corp), Underwriting Agreement (State Street Corp), Underwriting Agreement (State Street Corp)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Securities and any stamp, issuance, transfer or other similar taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing ProspectusPricing Disclosure Package, any Pricing Disclosure Package Marketing Materials and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable and documented fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Representative may reasonably designate and with the preparationprior approval of the Company (such approval not to be unreasonably withheld, printing and distribution of a Blue Sky Memorandum conditioned or delayed) (including the related reasonable and documented fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates, if applicable; (vi) the costs and charges of any transfer agent and any registrar; (vii) all filing fees and the reasonable fees and expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRAFINRA (such fees and expenses pursuant to this clause (vii) and clause (iv), in the aggregate, shall not exceed $15,000); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, provided, however, that the Underwriters shall be responsible for 50% of the third-party costs of any chartered private aircraft incurred in connection with such road show; and (ix) all expenses and application fees related to the listing of the Shares Securities on the New York Stock Exchange. It is, however, understood that except as provided in this Section 12 or in Section 8 of this Agreement, the Underwriters shall pay all of their own costs and expenses, including, without limitation, the fees and disbursements of their counsel, any advertising expenses connected with any offers they make and 50% of the third-party costs of any chartered private aircraft incurred in connection with the road show and all travel, lodging and other expenses of the Underwriters incurred by them in connection with any road show.
(b) If (i) this Agreement is terminated pursuant to Section 910 (other than as a result of a termination pursuant to clauses (i), (iii) or (iv) of Section 10), (ii) the Company for any reason fails to tender the Shares Securities for delivery to the Underwriters (other than as a result of a termination pursuant to Section 11 or clauses (i), (iii) or (iv) of Section 10 or the default by one or more of the Underwriters in its or their respective obligations hereunder) or (iii) the Underwriters decline to purchase the Shares Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable and documented fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
Appears in 3 contracts
Samples: Underwriting Agreement (Sixth Street Specialty Lending, Inc.), Underwriting Agreement (Sixth Street Specialty Lending, Inc.), Underwriting Agreement (Sixth Street Specialty Lending, Inc.)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Representative may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock ExchangeNasdaq Global Select Market.
(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
Appears in 3 contracts
Samples: Underwriting Agreement (Biocryst Pharmaceuticals Inc), Underwriting Agreement (Biocryst Pharmaceuticals Inc), Underwriting Agreement (Biocryst Pharmaceuticals Inc)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum and any “Canadian wrapper” (including the related reasonable and documented fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRAFINRA (including the related reasonable and documented fees and expenses of counsel for the Underwriters not to exceed $35,000); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors (provided that the Underwriters and the Company shall each pay 50% of the cost of any aircraft or other transportation chartered in connection with the “road show”); and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock ExchangeNasdaq Market. Except as provided for by this Agreement, the Underwriters shall bear the fees and expenses of counsel for the Underwriters.
(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. For the avoidance of doubt, it is understood that if this Agreement is terminated pursuant to Section 10 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.
Appears in 3 contracts
Samples: Underwriting Agreement (Intersect ENT, Inc.), Underwriting Agreement (Intersect ENT, Inc.), Underwriting Agreement (Intersect ENT, Inc.)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification of the Securities and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the UnderwritersUnderwriters in connection therewith); (v) the cost of preparing stock certificates; (vi) fees and expenses of the costs Trustee and charges any paying agent (including related fees and expenses of any transfer agent and any registrarcounsel to such parties); (vii) if required, all expenses and application fees fees, incurred in connection with the review by, any filing with, and clearance of the offering by, FINRA (including filing fees and fees and expenses of counsel for the Underwriters relating to the clearance of the offering by FINRA) and the approval of the Securities for book-entry transfer by DTC; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares Underlying Securities on the New York Stock Exchange; and (x) all fees and expenses in connection with the registration of the Securities under the Exchange Act. It is understood, however, that, except as otherwise provided in this Agreement, the Underwriters will pay all fees and expenses of counsel for the Underwriters.
(b) If (i) this Agreement is terminated pursuant to Section 911, (ii) the Company for any reason fails to tender the Shares Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares Securities for any reason permitted under this AgreementAgreement (other than a termination of this Agreement pursuant to Section 12(c) hereof), the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
Appears in 2 contracts
Samples: Underwriting Agreement (Apollo Commercial Real Estate Finance, Inc.), Underwriting Agreement (Apollo Commercial Real Estate Finance, Inc.)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, : (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereofthereof (but not, however, legal fees and expenses of the Underwriters’ counsel incurred in connection with any of the foregoing); (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented fees and expenses of counsel for the UnderwritersUnderwriters in an amount not to exceed $7,500); (v) the cost of preparing stock certificates; (vi) any fees charged by rating agencies for rating the costs and charges of any transfer agent and any registrarSecurities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance the approval of the offering by, FINRASecurities for book-entry transfer by DTC; and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange.
(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all reasonable and documented out-of-pocket costs and expenses (including the reasonable and documented fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby; provided, however, that if this Agreement is terminated pursuant to Section 10 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.
Appears in 2 contracts
Samples: Underwriting Agreement (PayPal Holdings, Inc.), Underwriting Agreement (PayPal Holdings, Inc.)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedThe Company agrees to pay all costs, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification performance of its obligations hereunder and determination of eligibility for investment in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Shares Notes (including all printing and engraving costs), (ii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Notes, (iii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors to the Company, (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, the Preliminary Prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, the Indenture, the DTC Agreement and the Notes, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Notes for offer and sale under the state or foreign securities or blue sky laws laws, and, if reasonably requested by the Representatives, preparing a “Blue Sky Survey” or memorandum, and any supplements thereto, (vi) the filing fees incident to, and the reasonable fees and disbursements of such jurisdictions as counsel to the Underwriters may reasonably designate in connection with, the review, if any, by the FINRA of the terms of the sale of the Notes, (vii) the fees and expenses of the Trustee, including the reasonable fees and disbursements of counsel for the Trustee in connection with the Indenture and the preparationNotes, printing (viii) any fees payable in connection with the rating of the Notes with the ratings agencies, (ix) all fees and distribution of a Blue Sky Memorandum expenses (including the related reasonable fees and expenses of counsel for the Underwriters); (vcounsel) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all expenses incurred by the Company in connection with any approval of the Notes by the Depositary for “road showbook-entry” presentation to potential investors; and transfer, (ixx) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange.
(b) If (i) this Agreement is terminated pursuant to Section 9other fees, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses referred to in Item 14 of Part II of the Registration Statement, and (xi) all other fees, costs and expenses incurred in connection with the performance of its obligations hereunder for which provision is not otherwise made in this Section. Except as provided in this Section 4 and Sections 6, 8 and 9 hereof, the Underwriters shall pay their own expenses, including the reasonable fees and expenses disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
Appears in 2 contracts
Samples: Underwriting Agreement (Thermo Fisher Scientific Inc.), Underwriting Agreement (Thermo Fisher Scientific Inc.)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the cost costs incident to the preparation, issuance and delivery of preparing the stock certificatescertificates to the Underwriters, including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Shares to the Underwriters; (vi) the costs and charges of any transfer agent and any registrarregistrar for the Shares; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRAFINRA (including the related fees and expenses of counsel for the Underwriters); (viii) all expenses incurred by the Company in connection with any “road show” show presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock ExchangeNYSE.
(b) If (i) this Agreement is terminated pursuant to Section 9Article IX(ii), (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
Appears in 2 contracts
Samples: Underwriting Agreement (MPT Operating Partnership, L.P.), Underwriting Agreement (MPT Operating Partnership, L.P.)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses actually incurred and incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all reasonable expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the fees and expenses of the QIU, acting as “qualified independent underwriter” within the meaning of the aforementioned Rule 5121 of FINRA); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors (provided that the cost of any aircraft chartered for the road show shall be borne 50% by the Underwriters); and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange. It is understood, however, that except as provided in this Section, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and 50% of the cost of any aircraft chartered for the road show.
(b) If (i) this Agreement is terminated pursuant to Section 911, (ii) the Company or the Selling Stockholders for any reason fails (other than as a result of clause (i), (iii) or (iv) of Section 11 or Section 12) fail to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees and the Selling Stockholders agree to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
Appears in 2 contracts
Samples: Underwriting Agreement (Forum Energy Technologies, Inc.), Underwriting Agreement (Forum Energy Technologies, Inc.)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company Issuer will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, any the Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iiiii) the fees and expenses of the CompanyIssuer’s counsel and independent accountants; (iviii) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel counsels for the UnderwritersUnderwriters and the Dealers reasonably incurred in connection therewith); (viv) the cost of preparing stock certificates; (viv) the costs and charges of any transfer agent and any registrarregistrar (including related fees and expenses of any counsel to such parties); (vi) all fees and expenses incurred in connection with any filing with and the clearance of the offering by FINRA; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all expenses incurred by the Company Issuer in connection with any “road show” presentation to potential investors; and (ixviii) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange. For the avoidance of doubt, except as provided in this Section 16 or Section 12 hereof, the Underwriters and the Dealers will pay all of their costs and expenses, including the fees of their counsels.
(b) If (i) this Agreement is terminated pursuant to Section 914, (ii) the Company any Dealer for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company Issuer agrees to reimburse the Underwriters and Dealers for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters them in connection with this Agreement and the offering contemplated hereby.
Appears in 2 contracts
Samples: Underwriting Agreement (Amerisourcebergen Corp), Underwriting Agreement (Walgreens Boots Alliance, Inc.)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock ExchangeNasdaq Global Select Market.
(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
Appears in 2 contracts
Samples: Underwriting Agreement (Biocryst Pharmaceuticals Inc), Underwriting Agreement (Biocryst Pharmaceuticals Inc)
Payment of Expenses. The Depositor agrees to pay: (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation sale and delivery of the Shares Notes and any taxes payable in that connectionconnection therewith; (iib) the costs incident to the preparation, printing and filing under the Securities Act of the Registration StatementStatement and any amendments and exhibits thereto; (c) the costs of distributing the Registration Statement as originally filed and each amendment thereto and any post-effective amendments thereof (including, in each case, exhibits), the Preliminary Prospectus, the Prospectus and any Issuer Free Writing amendment or supplement to the Prospectus, or any Pricing Disclosure Package and the Prospectus (including document incorporated by reference therein, all exhibits, amendments and supplements thereto) and the distribution thereofas provided in this Agreement; (iiid) the costs of reproducing and distributing this Agreement; (e) the fees and expenses of qualifying the Company’s counsel and independent accountants; (iv) Notes under the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment securities laws of the Shares under the state or foreign securities or blue sky laws of such several jurisdictions as the Underwriters may reasonably designate provided in Section 5(h) hereof and the preparationof preparing, printing and distribution of distributing a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for to the UnderwritersUnderwriter); (vf) any fees charged by securities rating service, for rating the cost Notes; and (g) all other costs and expenses incident to the performance of preparing stock certificatesthe obligations of the Depositor (including costs and expenses of your counsel); (vi) provided that, except as provided in this Section 7, the Underwriter shall part their own costs and expenses, including the costs and charges expenses of their counsel, any transfer taxes on the Notes which they may sell and the expenses of advertising any offering of the Notes made by the Underwriter, and the Underwriter shall pay the cost: of any transfer agent and accountants' comfort letters relating to any registrar; Computational Materials, Structural Term Sheets or Collateral Term Sheets (viieach as defined in Section 5(e) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange.
(b) hereof). If (i) this Agreement is terminated pursuant to by the Underwriter in accordance with the provisions of Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters 6 or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this AgreementSection 10, the Company agrees Depositor shall cause the Underwriter to reimburse the Underwriters be reimbursed for all reasonable out-of-pocket costs and expenses (expenses, including the reasonable fees and expenses disbursements of their counsel) reasonably incurred by ______________________, counsel for the Underwriters in connection with this Agreement and the offering contemplated herebyUnderwriter.
Appears in 2 contracts
Samples: Underwriting Agreement (Residential Asset Funding Corp), Underwriting Agreement (Home Equity Securitization Corp)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedThe Company agrees to pay, the Company will pay or cause to be paid (a) all expenses incurred in connection with the delivery to the Underwriters of the Units; (b) all expenses and fees (including, without limitation, fees and expenses of the Company’s counsel, but excluding fees and excluding fees and expenses of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement, the Base Prospectus, any Preliminary Prospectus, any Pricing prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus, and any amendments, supplements and exhibits thereto or any document incorporated by reference therein; (c) all reasonable filing fees and reasonable fees and disbursements of the company’s counsel incurred in connection with the qualification of the Units for offering and sale by the Company to the Underwriters under the securities or blue sky laws of the states and other jurisdictions that the Underwriters shall have designated and any associated work performed by the Underwriters’ counsel; (d) the reasonable filing fees and reasonable fees and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA, of the terms of the sale of Units; (e) listing fees, if any, and (f) all other costs and expenses incident to the performance of its the obligations hereunderof the Company under this Agreement, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters may reasonably designate accountants and the preparation, printing travel and distribution of a Blue Sky Memorandum (including the related other reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all documented expenses incurred by the Company personnel in connection with any “road show” presentation to potential investors; and hereunder that are not otherwise specifically provided for herein (ix) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange.
(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreementforegoing, the “Company agrees to Expenses”). The Company will also reimburse the Underwriters for all out-of-pocket costs and expenses (including the accountable expenses, including, but not limited to, reasonable fees and expenses disbursements of their counsel, travel expenses, postage, facsimile and telephone charges) reasonably incurred by the Underwriters in connection with their respective obligations hereunder. Notwithstanding anything contained herein, the maximum amount payable by the Company for the Underwriters’ counsel fees, disbursements and other out-of-pocket expenses pursuant to this Agreement and Section 5, exclusive of the offering contemplated herebyCompany Expenses, shall be $75,000.
Appears in 2 contracts
Samples: Underwriting Agreement (Clean Diesel Technologies Inc), Underwriting Agreement (Clean Diesel Technologies Inc)
Payment of Expenses. (a) Whether or not Regardless of whether the transactions contemplated by this Agreement are consummated or whether this Agreement is terminated, the Company will Co-Issuers and the Parent shall pay or cause to be paid all costs and expenses incident to the performance of its their obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Notes and any taxes payable in that connectionconnection therewith; (ii) the costs and expenses incident to the preparation, preparation and printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus Offering Memorandum (including all exhibits, attachments, amendments and supplements thereto) and the distribution thereofthereof in connection with the offering, purchase, sale, resale and delivery of the Notes; (iii) the costs of reproducing and distributing each of the Basic Documents; (iv) the reasonable costs and expenses of the Placement Agent, including the fees and expenses of its counsel, transfer taxes on resale of any of the Notes by the Placement Agent, any advertising expenses and other expenses incurred by the Placement Agent in connection with offering or reoffering the Notes and/or entering into purchase contracts with investors in the Notes; (v) the fees and expenses of the Company’s counsel to the Co-Issuers, the Parent and independent accountants; (ivvi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Notes under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Placement Agent may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum any “blue sky” memorandum (including the related reasonable fees and expenses of counsel for the UnderwritersPlacement Agent); (vvii) any fees charged by the Rating Agencies for rating and surveillance of the Notes; (viii) the cost fees and expenses of preparing stock certificatesthe Trustee and the CLO Servicer (including related reasonable fees and expenses of any counsel to such parties), except to the extent otherwise set forth in the Basic Documents; (vi) the costs and charges of any transfer agent and any registrar; (viiix) all expenses and application fees incurred in connection with any filing with, and clearance the application for the approval of all the offering by, FINRANotes for book-entry transfer by DTC; (viiix) all reasonable expenses incurred by the Company in connection with any “road show” presentation to potential investors; (xi) the costs and expenses of the Co-Issuers in connection with the purchase of the Loan Obligations; and (ixxii) all other costs and expenses and application fees related incident to the listing performance of the Shares on obligations of the New York Stock ExchangeCo-Issuers and the Parent hereunder that are not otherwise specifically provided for in this Section 9(a).
(b) If (i) this Agreement is terminated pursuant to Section 98 hereof, (ii) the Company Co-Issuers for any reason fails fail to tender the Shares Notes for delivery to the Underwriters or Placement Agent, (iii) the Underwriters decline Issuer, Co-Issuer, or Parent fail or refuse to purchase the Shares for any reason permitted under comply with this Agreement, or (iv) the Company Placement Agent fails to place the Notes, each of the Issuer, the Co-Issuer, and the Parent (jointly and severally) agrees to reimburse the Underwriters Placement Agent for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their its counsel) reasonably incurred by the Underwriters Placement Agent in connection with this Agreement and the offering offer and sale of the Notes contemplated hereby.
Appears in 2 contracts
Samples: Placement Agreement (Arbor Realty Trust Inc), Placement Agreement (Arbor Realty Trust Inc)
Payment of Expenses. (a) Whether or not Regardless of whether the transactions contemplated by this Agreement are consummated or whether this Agreement is terminated, the Company will Co-Issuers and the Arbor Parent shall pay or cause to be paid all costs and expenses incident to the performance of its their obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Notes and any taxes payable in that connectionconnection therewith; (ii) the costs and expenses incident to the preparation, preparation and printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus Offering Memorandum (including all exhibits, attachments, amendments and supplements thereto) and the distribution thereofthereof in connection with the offering, purchase, sale, resale and delivery of the Notes; (iii) the costs of reproducing and distributing each of the Basic Documents; (iv) the reasonable costs and expenses of the Placement Agent, including the fees and expenses of its counsel, transfer taxes on resale of any of the Offered Notes by the Placement Agent, any advertising expenses and other expenses incurred by the Placement Agent in connection with offering or reoffering the Offered Notes and/or entering into purchase contracts with investors in the Offered Notes; (v) the fees and expenses of the Company’s counsel to the Co- Issuers, the Arbor Parent and independent accountants; (ivvi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Offered Notes under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Placement Agent may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum any “blue sky” memorandum (including the related reasonable fees and expenses of counsel for the UnderwritersPlacement Agent); (vvii) any fees charged by the Rating Agencies for rating and surveillance of the Notes; (viii) the cost fees and expenses of preparing stock certificatesthe Trustee and the CLO Servicer (including related reasonable fees and expenses of any counsel to such parties), except to the extent otherwise set forth in the Basic Documents; (vi) the costs and charges of any transfer agent and any registrar; (viiix) all expenses and application fees incurred in connection with any filing with, and clearance the application for the approval of all the offering by, FINRANotes for book-entry transfer by DTC; (viiix) all reasonable expenses incurred by the Company in connection with any “road show” presentation to potential investors; (xi) the costs and expenses of the Co-Issuers in connection with the purchase of the Loan Obligations; and (ixxii) all other costs and expenses and application fees related incident to the listing performance of the Shares on obligations of the New York Stock ExchangeCo-Issuers and the Arbor Parent hereunder that are not otherwise specifically provided for in this Section 9(a).
(b) If (i) this Agreement is terminated pursuant to Section 98 hereof, (ii) the Company Co-Issuers for any reason fails fail to tender the Shares Offered Notes for delivery to the Underwriters or Placement Agent, (iii) the Underwriters decline Issuer, the Co-Issuer, or the Arbor Parent fail or refuse to purchase the Shares for any reason permitted under comply with this Agreement, or (iv) the Company Placement Agent fails to place the Offered Notes, each of the Issuer, the Co-Issuer, and the Arbor Parent (jointly and severally) agrees to reimburse the Underwriters Placement Agent for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their its counsel) reasonably incurred by the Underwriters Placement Agent in connection with this Agreement and the offering offer and sale of the Offered Notes contemplated hereby.
Appears in 2 contracts
Samples: Placement Agreement, Placement Agreement (Arbor Realty Trust Inc)
Payment of Expenses. (a) Whether The Company agrees to pay, or not reimburse if paid by the Underwriters, upon consummation of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, hereby: (ia) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (iib) the costs incident to the registration of the Shares under the Securities Act; (c) the costs incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, the Base Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus, any Pricing Disclosure Package amendments, supplements and exhibits thereto or any document incorporated by reference therein and the Prospectus costs of printing, reproducing and distributing any transaction document by mail or other means of communications; (d) the fees and expenses (including all exhibitsrelated reasonable fees and expenses of counsel for the Underwriters) incurred in connection with securing any required review by FINRA of the terms of the sale of the Shares and any filings made with FINRA (the “FINRA Expenses”); (e) any applicable listing, amendments quotation or other fees; (f) the fees and supplements theretoexpenses (including related reasonable fees and expenses of counsel to the Underwriters) of qualifying the Shares under the securities laws of the several jurisdictions as provided in Section 4(i) and of preparing, printing and distributing wrappers, “Blue Sky Memoranda” and “Legal Investment Surveys” (the distribution thereof“Blue Sky Expenses”); (iiig) all fees and expenses of the registrar and transfer agent of the Shares; and (h) all other costs and expenses incident to the offering of the Shares or the performance of the obligations of the Company under this Agreement (including, without limitation, the fees and expenses of the Company’s counsel and the Company’s independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters may reasonably designate accountants and the preparation, printing travel and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all other expenses incurred by the Company in connection with any “road show” presentation ”; provided that, in no event shall the Company pay or cause to potential investorsbe paid Blue Sky Expenses or FINRA Expenses greater than $7,500 in the aggregate; and (ix) all expenses and application fees related provided further, that, except to the listing of the Shares on the New York Stock Exchange.
(b) If (i) extent otherwise provided in this Agreement is terminated pursuant to Section 5 and in Sections 7 and 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket shall pay their own respective costs and expenses (expenses, including the reasonable fees and expenses of their counsel) reasonably incurred by counsel to the Underwriters in connection with this Agreement and the offering contemplated herebyOffering.
Appears in 2 contracts
Samples: Underwriting Agreement (MAP Pharmaceuticals, Inc.), Underwriting Agreement (MAP Pharmaceuticals, Inc.)
Payment of Expenses. (a) Whether The Company agrees to pay, or reimburse if paid by the Underwriter, whether or not the transactions contemplated by this Agreement hereby are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, : (ia) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Units to the Underwriter and any taxes payable in that connection; (iib) the costs incident to the Registration of the Units under the Securities Act; (c) the costs incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, the Base Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus, any Pricing Disclosure Package amendments, supplements and exhibits thereto or any document incorporated by reference therein and the Prospectus costs of printing, reproducing and distributing any transaction document by mail, telex or other means of communications; (d) the fees and expenses (including all exhibitsreasonable related fees and expenses of counsel for the Underwriter) incurred in connection with securing any required review by FINRA of the terms of the sale of the Units and any filings made with FINRA; (e) any applicable listing, amendments quotation or other fees; (f) the fees and supplements theretoexpenses (including reasonable related fees and expenses of counsel to the Underwriter) of qualifying the Units under the securities laws of the several jurisdictions as provided in Section 5(i) and the distribution thereofof preparing, printing and distributing wrappers and “Blue Sky Memoranda”; (iiig) the cost of preparing and printing stock certificates; (h) all fees and expenses of the registrar and transfer agent of the Units; (i) the reasonable fees, disbursements and expenses of counsel to the Underwriter and (j) all other costs and expenses incident to the offering of the Units or the performance of the obligations of the Company under this Agreement (including, without limitation, the fees and expenses of the Company’s counsel and the Company’s independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters may reasonably designate accountants and the preparation, printing travel and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all other expenses incurred by the Company Company’s and Underwriter’s personnel in connection with any “road show” presentation to potential investors; and (ix) all including, without limitation, any expenses and application fees related to advanced by the listing of the Shares Underwriter on the New York Stock ExchangeCompany’s behalf (which will be promptly reimbursed)).
(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
Appears in 2 contracts
Samples: Underwriting Agreement (Gasco Energy Inc), Underwriting Agreement (Gasco Energy Inc)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the reasonable fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viiivii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; (viii) the costs incident to the rating of the Securities by any rating agencies; and (ix) all expenses and application fees related the costs incident to the listing engagement of the Shares on the New York Stock ExchangeTrustee and its counsel.
(b) If (i) this Agreement is terminated pursuant to Section 98, (ii) the Company for any reason fails to tender the Shares Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
Appears in 2 contracts
Samples: Underwriting Agreement (Kennametal Inc), Underwriting Agreement (Kennametal Inc)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Representative may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viiiix) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange; and (x) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and provided that notwithstanding clause (ixx) all expenses and application fees related to above, the listing Underwriters shall pay one-half of the Shares on lease expenses associated with any airplane which is used for the New York Stock Exchangepurposes of such “road show” presentations.
(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iiiii) the Underwriters decline to purchase the Shares for any reason permitted under this AgreementAgreement (other than Section 9, but excluding any termination of this Agreement by the Representative pursuant to clause (ii) thereof), the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
Appears in 2 contracts
Samples: Underwriting Agreement (Concho Resources Inc), Underwriting Agreement (Concho Resources Inc)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will Transaction Entities, jointly and severally, agree to pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s Transaction Entities’ counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) any fees charged by rating agencies for rating the costs and charges of any transfer agent and any registrarSecurities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRAthe Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (viiiix) all expenses incurred by the Company Transaction Entities in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange.
(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company Operating Partnership for any reason fails to tender the Shares Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares Securities for any reason permitted under this Agreement, the Company agrees Transaction Entities jointly and severally agree to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
Appears in 2 contracts
Samples: Underwriting Agreement (Cousins Properties Inc), Underwriting Agreement (Cousins Properties Inc)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Underwriter may reasonably designate and and, if required, the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable reasonably incurred fees and expenses of counsel for the UnderwritersUnderwriter related thereto); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all expenses and application fees related to the listing of the Shares on the Exchange; (ix) all reasonable out-of-pocket accountable expenses actually incurred by the Underwriter, including, without limitation, legal fees and disbursements of counsel to the Underwriter, provided that the Company shall not be required to reimburse the legal fees and disbursements of counsel to the Underwriter in excess of $85,000 with respect to the offering; (x) all costs of background investigations, and (xi) all of the travel and lodging expenses of the Company or the Underwriter and any of their employees incurred by them in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange.
(b) If (i) this Agreement is terminated pursuant to clause (ii) of Section 9, (ii) the Company for any reason fails to tender the Shares required to be tendered by it or on its behalf pursuant to this Agreement for delivery to the Underwriters Underwriter other than as a result of a termination pursuant to clause (i), (iii) or (iv) of Section 9 or (iii) the Underwriters decline Underwriter declines to purchase the Shares for any reason permitted under this AgreementAgreement (other than as a result of a termination pursuant to clause (i), (iii) or (iv) of Section 9), the Company agrees to reimburse the Underwriters Underwriter for all out-of-pocket costs and expenses (including the reasonable and documented fees and expenses of their counsel) reasonably incurred and documented by the Underwriters Underwriter in connection with this Agreement and the offering contemplated hereby.
Appears in 2 contracts
Samples: Underwriting Agreement (Global Ship Lease, Inc.), Underwriting Agreement (Global Ship Lease, Inc.)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing, distributing and filing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) up to $5,000 of the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Representative may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable and documented related reasonable fees and expenses of counsel for the Underwriters); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) the filing fees and up to $10,000 of all expenses and application fees incurred by the Underwriters in connection with any filing with, and clearance of the offering by, FINRA; , including the fees and expenses of counsel for the Underwriters (viiiix) all expenses incurred by the Company in connection with any “road show” roadshow presentation to potential investors; investors in connection with the offering and sale of the Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees and (ix2) any other expenses of the Company, provided that the cost of chartering of airplanes shall be split 50/50 between the Company and the Underwriters; (x) all expenses and application fees related to the listing of the Shares Securities on the New York Stock ExchangeNYSE; (xi) the fees and expenses in connection with the registration of the Securities under the Exchange Act; and (xii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC. It is understood, however, that, except as otherwise provided in this Agreement, the Underwriters will pay all fees and expenses of counsel for the Underwriters.
(b) If (i) this Agreement is terminated pursuant to Section 910, (ii) the Company for any reason fails to tender the Shares Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares Securities for any reason permitted under this AgreementAgreement (other than a termination of this Agreement pursuant to Section 11(c) hereof), the Company agrees to reimburse the Underwriters for all reasonable and documented out-of-pocket costs and expenses (including the reasonable fees and expenses of their external counsel but not in-house counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
Appears in 2 contracts
Samples: Underwriting Agreement (Granite Point Mortgage Trust Inc.), Underwriting Agreement (Granite Point Mortgage Trust Inc.)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedThe Company agrees to pay all costs, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification performance of its obligations hereunder and determination of eligibility for investment in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Shares Notes (including all printing and engraving costs), (ii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Notes, (iii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors to the Company, (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, the Preliminary Prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, the Indenture and the Notes, (v) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Notes for offer and sale under the state or foreign securities or blue sky laws laws, and, if requested by the Representatives, preparing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such jurisdictions as qualifications, registrations and exemptions, (vi) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriters may reasonably designate in connection with, the review, if any, by the FINRA of the terms of the sale of the Notes, (vii) the fees and expenses of the Trustee, including the reasonable fees and disbursements of counsel for the Trustee in connection with the Indenture and the preparationNotes, printing (viii) any fees payable in connection with the rating of the Notes with the ratings agencies, (ix) all fees and distribution of a Blue Sky Memorandum expenses (including the related reasonable fees and expenses of counsel for the Underwriters); (vcounsel) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all expenses incurred by the Company in connection with any approval of the Notes by the Depositary for “road showbook-entry” presentation to potential investors; and transfer, (ixx) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange.
(b) If (i) this Agreement is terminated pursuant to Section 9other fees, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses referred to in Item 14 of Part II of the Registration Statement, and (xi) all other fees, costs and expenses incurred in connection with the performance of its obligations hereunder for which provision is not otherwise made in this Section. Except as provided in this Section 4 and Sections 6, 8 and 9 hereof, the Underwriters shall pay their own expenses, including the reasonable fees and expenses disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
Appears in 2 contracts
Samples: Underwriting Agreement (Sonoco Products Co), Underwriting Agreement (Perkinelmer Inc)
Payment of Expenses. (a) Whether The Company agrees to pay, or reimburse if paid by the Placement Agent, whether or not the transactions contemplated by this Agreement hereby are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, : (ia) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Units to the Purchasers and any taxes payable in that connection; (iib) the costs incident to the Registration of the Units under the Securities Act; (c) the costs incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, the Base Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus, any Pricing Disclosure Package amendments, supplements and exhibits thereto or any document incorporated by reference therein and the Prospectus costs of printing, reproducing and distributing any transaction document by mail, telex or other means of communications; (d) if applicable, the fees and expenses (including all exhibitsrelated reasonable fees and expenses of counsel for the Placement Agent) incurred in connection with securing any required review by FINRA of the terms of the sale of the Units and any filings made with FINRA; (e) any applicable listing, amendments quotation or other fees; (f) the reasonable fees and supplements theretoexpenses (including related reasonable fees and expenses of counsel to the Placement Agent) of qualifying the Units under the securities laws of the several jurisdictions as provided in Section 5(i) and the distribution thereofof preparing, printing and distributing wrappers, Blue Sky Memoranda and Legal Investment Surveys; (iiig) the cost of preparing and printing stock certificates; (h) all fees and expenses of the registrar and transfer agent of the Units; (i) the reasonable fees, disbursements and expenses of counsel to the Placement Agent not to exceed $75,000, and (j) all other costs and expenses incident to the offering of the Units or the performance of the obligations of the Company under this Agreement (including, without limitation, the fees and expenses of the Company’s counsel and the Company’s independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters may reasonably designate accountants and the preparation, printing travel and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all other expenses incurred by the Company personnel in connection with any “road show” presentation to potential investorsincluding, without limitation, any expenses advanced by the Placement Agent on the Company’s behalf (which will be promptly reimbursed)); and (ix) all expenses and application fees related provided that, except to the listing of the Shares on the New York Stock Exchange.
(b) If (i) extent otherwise provided in this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement6 and in Sections 8 and 10, the Company agrees to reimburse the Underwriters for all out-of-pocket Placement Agent shall pay its own costs and expenses (expenses, including the reasonable fees and expenses of their its counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
Appears in 2 contracts
Samples: Placement Agent Agreement (Discovery Laboratories Inc /De/), Placement Agent Agreement (Arcadia Resources, Inc)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Representative may reasonably designate and designate; (vi) any fees charged by rating agencies for rating the preparation, printing and distribution of a Blue Sky Memorandum Securities; (including vii) the related reasonable fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel for the Underwritersto such parties); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange.
(b) If (i) this Agreement is terminated pursuant to Section 98 (other than clause (v) of Section 8 if the Company and the Underwriters subsequently enter into another agreement for the Underwriters to underwrite the same or substantially similar securities of the Company), (ii) the Company for any reason fails to tender the Shares Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
Appears in 2 contracts
Samples: Underwriting Agreement (National Grid PLC), Underwriting Agreement (National Grid PLC)
Payment of Expenses. (a) Whether The Company agrees to pay, or reimburse if paid by any Underwriter, whether or not the transactions contemplated by this Agreement hereby are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, : (ia) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Securities and any taxes payable in that connection; (iib) the costs incident to the registration of the Securities under the Securities Act and the Exchange Act; (c) the costs incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, the ADS Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing the General Disclosure Package and the Prospectus Prospectus, any amendments, supplements and exhibits thereto or any documents incorporated by reference therein and the costs of printing, reproducing and distributing this Agreement, the Deposit Agreement and any closing documents by mail, telex or other means of communications; (d) the fees and expenses (including all exhibits, amendments related fees and supplements theretoexpenses of counsel for the Underwriters) (i) incurred in connection with securing any required review by FINRA of the terms of the sale of the Securities and any filings made with FINRA relating to the offering of the Securities and (ii) of qualifying the Securities under the securities laws of the several jurisdictions as provided in Section 4(n) and of preparing, printing and distributing wrappers, Blue Sky memoranda and legal investment surveys up to a maximum of $15,000 in the distribution thereofaggregate, plus VAT and disbursements for the fees and expenses described in clauses (i) and (ii); (iiie) any applicable listing or other fees, including, for the avoidance of doubt, the listing of the Offered Shares and the Ordinary Shares underlying the Offered ADSs on Euronext; (f) the cost of preparing and printing stock certificates; (g) all fees and expenses of the registrar, transfer agent, agent for service of process and/or depositary of the Securities; (h) the costs and expenses (including, without limitation, any damages or other amounts payable in connection with the legal or contractual liability) associated with the reforming of any contracts for sale of the Securities made by the Underwriters caused by a breach of the representation contained in Section 2(b); (i) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the officers of the Company and such consultants; provided, that the Company shall be responsible for 50% of the cost of any aircraft chartered in connection with the road show and the underwriters shall be responsible for the balance; and (j) all other costs and expenses of the Company incident to the offering of the Securities or the performance of the obligations of the Company under this Agreement and the Deposit Agreement (including, without limitation, the fees and expenses of the Company’s counsel and the Company’s independent accountants); (iv) provided, however, that, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, including the fees and expenses incurred in connection with of their counsel not contemplated herein, any transfer taxes on the registration or qualification resale of any Securities by them and determination the expenses of eligibility for investment advertising any offering of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for Securities made by the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange.
(b) If The Company will indemnify and hold harmless the Underwriters against any documentary, stamp, issue, registration, transfer or other similar tax or duty, including any interest and penalties, on or in connection with (i) the creation and issuance and delivery of the Ordinary Shares underlying the ADSs and the ADSs by the Company, and the sale of the Securities by the Underwriters, and the deposit of the Ordinary Shares being deposited with the Custodian, in the manner contemplated by this Agreement is terminated pursuant to Section 9, and the Prospectus and (ii) the execution, delivery and performance by the Company or the Underwriters of this Agreement, except if such tax or duty is due as a result of or in connection with an Underwriter (a) being resident in the Netherlands or Belgium for tax purposes or (b) carrying on business through a permanent establishment in the Netherlands or Belgium for tax purposes or (c) having a fixed establishment in the Netherlands or Belgium for VAT purposes or (d), for purposes of the Belgian stock exchange tax, acting as a professional intermediary on behalf of purchasers of Securities with habitual residence in Belgium in relation to the purchase of Securities. All payments to be made by the Company under this Agreement shall be made without withholding or deduction for or on account of any present or future taxes, levies, imposts, duties, fees, assessments or other charges whatsoever, and all interest, penalties or similar liabilities with respect thereto (“Taxes”) unless the Company is compelled by law to deduct or withhold such Taxes. In that event, and except for any reason fails net income, capital gains, franchise taxes or other similar taxes imposed on the Underwriters by the Netherlands or other applicable jurisdiction or by any political subdivision or taxing authority thereof or therein as a result of any present or former connection (other than any connection resulting from the transactions contemplated by this Agreement) between the Underwriters and such jurisdiction, the Company shall pay such additional amounts as may be necessary in order to tender ensure that the Shares net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made.
(c) If the performance by the Underwriters of any of their obligations under this Agreement shall represent for delivery VAT purposes under any applicable law the making by the Underwriters of any supply of goods or services to the Company (to the extent applicable) and the Underwriters are required to account for the VAT chargeable on any such supply of goods or services, the Company shall pay to the Underwriters, in addition to the amounts otherwise payable by the Company pursuant to this Agreement, an amount equal to the VAT chargeable on any such supply of goods and services and the Underwriters shall issue the Company (to the extent applicable) with an appropriate VAT invoice in respect of the supply to which the payment relates. Where a sum (a “Relevant Sum”) is paid or reimbursed to the Underwriters pursuant to this Agreement in respect of any cost, expense or other amount and that cost, expense or other amount includes an amount in respect of irrecoverable VAT (iii) the “VAT Element”), then the Company, to the extent applicable, shall, in addition, pay an amount to the Underwriters decline by reference to purchase the Shares for any reason permitted under this Agreement, VAT Element. For the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses purposes of their counsel) reasonably incurred by the Underwriters in connection with this Agreement “VAT” means (i) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112) and (ii) any other tax of a similar nature, whether imposed in a member state of the offering contemplated herebyEuropean Union in substitution for or levied in addition to such tax referred to in (i) above or imposed elsewhere.
Appears in 2 contracts
Samples: Underwriting Agreement (Argenx Se), Underwriting Agreement (Argenx Se)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunderunder this Agreement, including without limitation, limitation (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus Statement (including all financial statements and exhibits) as originally filed and each amendment thereto, amendments and supplements thereto(ii) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters may reasonably designate and the preparation, printing and distribution delivery to the Underwriters of a Blue Sky Memorandum copies of each preliminary prospectus, each Issuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (including iii) the related reasonable fees preparation, issuance and expenses delivery of counsel for the Notes to the Underwriters); , including any transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Notes to the Underwriters, (viv) the cost of preparing stock certificates; (vi) the all costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all expenses incurred by the Company in connection with the preparation and execution of this Agreement, the Indenture and the DTC Agreement, (v) the fees and disbursements of the Company’s counsel, accountants and other advisors, (vi) the qualification of the Notes under securities laws in accordance with the provisions of Section 3(e) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vii) the costs and expenses of the Company relating to investor presentations on any “road show” presentation undertaken in connection with the marketing of the Notes, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and the cost of aircraft and other transportation chartered in connection with the road show, (viii) the filing fees incident to, and the reasonable fees and disbursements of counsel to potential investors; and the Underwriters in connection with, the review by FINRA, if required, of the terms of the sale of the Notes, (ix) all expenses and application any fees related to payable in connection with the listing rating of the Shares on Notes by the New York Stock Exchange.
(b) If (i) this Agreement is terminated pursuant to Section 9rating agencies, (iix) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs fees and expenses (of the Trustee, including the reasonable fees and disbursements of counsel for the Trustee in connection with the Indenture and the Notes, (xi) the fees and expenses of making the Notes eligible for clearance, settlement and trading through the facilities of DTC, (xii) all other fees, costs and expenses referred to in Item 14 of Part II of the Registration Statement, and (xii) all other fees, costs and expenses incurred in connection with the performance of its obligations hereunder for which provision is not otherwise made in this Section. Except as expressly provided in this Section 4 and Sections 6, 7 and 9(c) hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
Appears in 2 contracts
Samples: Underwriting Agreement (Fuller H B Co), Underwriting Agreement (Fuller H B Co)
Payment of Expenses. (a) Whether The Company, whether or not the transactions contemplated by this Agreement hereunder are consummated or this Agreement is terminated, the Company will pay or cause to be paid (i) all costs and expenses incident (including transfer taxes allocated to the performance respective transferees) incurred by the Company in connection with the delivery to the Underwriters of its obligations hereunderthe Securities, including (ii) all expenses and fees (including, without limitation, (i) the costs incident to the authorization, issuance, sale, preparation fees and delivery expenses of the Shares and any taxes payable Company’s counsel) in that connection; (ii) the costs incident to connection with the preparation, printing printing, filing, delivery, and filing under the Securities Act shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Preliminary Securities, the General Disclosure Package, the Prospectus, any Issuer Free Writing ProspectusProspectus and any amendment thereof or supplement thereto, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of any transfer agent or registrar, (iv) listing fees, if any, and (v) all other costs and expenses incurred by the Company that are incident to the performance of the Company’s counsel obligations hereunder that are not otherwise specifically provided for herein. For the avoidance of doubt, any and independent accountants; all fees incurred by the Underwriters hereunder, including, without limitation, (ivA) the all filing fees and expenses fees and disbursements of the Underwriters’ counsel incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities for offering and sale by the Underwriters or by dealers under the state or foreign securities or blue sky laws of such the states and other jurisdictions as that the Underwriters may reasonably designate Representative shall designate, (B) the filing fees and fees and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of the preparationterms of the sale of the Securities, printing and distribution of a Blue Sky Memorandum (including the related reasonable C) all other fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange.
(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement the purchase and sale of the Securities, shall be the sole responsibility of the Underwriters and shall be deemed to be satisfied out of the Underwriting discount received by the Underwriters as set forth on the cover of the Prospectus; provided, however, that if the Underwriters are ready to proceed, but the Company terminates the offering contemplated herebyof Securities, then the Company shall reimburse the Underwriters up to $100,000 (which includes the $50,000 already advanced to the Representative) for legal fees incurred by the Underwriters in connection with the offering of Securities, not to exceed the amount of actual legal fees incurred.
Appears in 2 contracts
Samples: Underwriting Agreement (SenesTech, Inc.), Underwriting Agreement (SenesTech, Inc.)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will pay or cause to be paid the following: (i) the costs, expenses, fees and taxes in connection with the registration, issue, sale and delivery of the Securities, including any transfer taxes and stamp or similar duties, and the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Statutory Prospectus and amendments and supplements thereto and any Issuer Free Writing Prospectus and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, any Blue Sky Memoranda, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 5(d) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey(s); (iv) any fees charged by securities rating agencies for rating the Securities; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with, any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of the Trustee and any of its respective agents, and the fees and disbursements of counsel for the Trustee; and (viii) all other costs and expenses incident to the performance of its obligations hereunderhereunder and under the Indenture which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Sections 8 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange.
(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred , transfer taxes on resale of any of the Securities by the Underwriters in connection them, and any advertising expenses connected with this Agreement and the offering contemplated herebyany offers they may make.
Appears in 2 contracts
Samples: Underwriting Agreement (STATE STREET Corp), Underwriting Agreement (STATE STREET Corp)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, (A) the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Prospectus and the Final Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s 's counsel and independent accountantsaccountants (including the accountants with respect to NDD); (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Representative may reasonably designate designate, subject to Section 5(g) hereof, and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRAthe National Association of Securities Dealers, Inc.; (viiiix) all expenses incurred by the Company in connection with any “"road show” " presentation to potential investors; and (ixx) all expenses and application fees related to the listing of the Shares on Nasdaq and (B) each Selling Stockholder will pay or cause to be paid all costs and expenses of counsel for such Selling Stockholder incident to the New York Stock Exchangeperformance of such Selling Stockholder's obligations hereunder; provided, however, that in accordance with the terms of the Registration Rights Agreement, the Company shall pay the reasonable fees and expenses of one counsel for Tekelec.
(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company or the Selling Stockholders for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters upon demand for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
Appears in 2 contracts
Samples: Underwriting Agreement (Catapult Communications Corp), Underwriting Agreement (Catapult Communications Corp)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its and the Selling Stockholder’s obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Representatives may reasonably designate with the prior approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed) and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters) (such fees and disbursements of U.S. counsel for the Underwriters pursuant to this clause (v) shall not exceed $10,000); (vvi) the cost of preparing stock certificates, if applicable; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all reasonable expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRAFINRA (such application fees and the fees and disbursements of counsel for the Underwriters pursuant to this clause (viii) shall not exceed $25,000); (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, provided, however, that the Underwriters shall be responsible for 50% of the third party costs of any private aircraft incurred in connection with such road show; and (ixx) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange. It is, however, understood that except as provided in this Section 13 or Section 9 hereof, the Underwriters shall pay all of their own costs and expenses, including, without limitation, the fees and disbursements of their counsel, stock transfer taxes payable on resale of any Shares by them, any advertising expenses connected with any offers they make and 50% of the third party costs of any private aircraft incurred in connection with the road show and the other travel expenses of the Representatives’ officers and employees in connection with the road show.
(b) If (i) this Agreement is terminated pursuant to Section 911 (other than as a result of a termination pursuant to clauses (i), (iii) or (iv) of Section 11), (ii) the Company Selling Stockholder for any reason fails to tender the Shares for delivery to the Underwriters (other than as a result of a termination pursuant to clauses (i), (iii) or (iv) of Section 11 or Section 12 or the default by one or more of the Underwriters in its or their respective obligations hereunder in which case, only such defaulting Underwriters shall not be entitled to reimbursement) or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this AgreementAgreement (other than the default by one or more of the Underwriters in its or their respective obligations hereunder in which case, only such defaulting Underwriters shall not be entitled to reimbursement), the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable and documented fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
Appears in 2 contracts
Samples: Underwriting Agreement (Graftech International LTD), Underwriting Agreement (Graftech International LTD)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedThe Company, the Company will Mid-Tier Company, the MHC and the Bank jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of its their obligations hereunderunder this Agreement, including without limitation, but not limited to (i) the costs incident to the authorizationcost of obtaining all securities and bank regulatory approvals, issuanceincluding any required FINRA filing fees, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, cost of printing and filing under distributing the Securities Act of the Registration StatementOffering materials, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of Blue Sky qualification (including fees and expenses of Blue Sky counsel) of the Company’s counsel and independent accountants; Securities in the various states, (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment listing of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters may reasonably designate Securities and the preparationExchange Shares on the Nasdaq Global Select Market, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) all fees and disbursements of the cost of preparing stock certificates; Company’s counsel, accountants and other advisors, and (vi) the costs establishment and charges of operational expenses for the Stock Information Center (e.g. postage, telephones, supplies, temporary employees, etc.). In the event the Agent incurs any transfer agent such fees and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance on behalf of the offering byCompany, FINRA; (viii) all the Mid-Tier Company, the MHC or the Bank, the Bank will reimburse the Agent for such fees and expenses incurred by whether or not the Company in connection with any “road show” presentation Conversion is consummated. The Company, the Mid-Tier Company, the MHC and the Bank jointly and severally agree to potential investors; and (ix) all pay certain expenses and application fees related incident to the listing performance of the Shares on the New York Stock Exchange.
(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted Agent’s obligations under this Agreement, regardless of whether the Company agrees Conversion is consummated, including (i) the filing fees paid or incurred by the Agent in connection with all filings with FINRA, and (ii) all reasonable legal fees and expenses up to reimburse $250,000 incurred by the Underwriters for all Agent in connection with its services as marketing agent as described above and reasonable out-of-pocket costs and expenses (including up to $30,000 as records management agent; provided, however, that the Agent shall document such expenses to the reasonable satisfaction of the MHC, the Mid-Tier Company, the Company and the Bank. All fees and expenses to which the Agent is entitled to reimbursement under this paragraph of their counsel) reasonably this Section 4 shall be due and payable upon receipt by the Company, the Mid-Tier Company, the MHC or the Bank of a written accounting therefor setting forth in reasonable detail the expenses incurred by the Underwriters in connection with this Agreement and the offering contemplated herebyAgent.
Appears in 2 contracts
Samples: Agency Agreement (Kearny Financial Corp.), Agency Agreement (Kearny Financial Corp.)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connectionconnection (to the extent any such taxes have not already been paid by the Selling Stockholder); (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters), provided that the reimbursement obligation for such fees and expenses of counsel for the Underwriters does not exceed $10,000; (v) the cost of preparing stock certificates, if any; (vi) the costs and charges of any transfer agent and any registrar; (vii) all reasonable expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; provided that the reimbursement obligation for any such fees and expenses representing fees and expenses of counsel for the Underwriters shall be documented and not exceed $25,000; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange. The Selling Stockholder shall pay the underwriting discounts and commissions attributable to the sale of the Shares to the Underwriters, the fees and expenses of the Selling Stockholder’s counsel. The Underwriters will pay all of their other costs and expenses, including the fees of their counsel.
(b) If (i) this Agreement is terminated pursuant to Section 9, 8 or 11 or (ii) the Company Selling Stockholder for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this AgreementUnderwriters, the Company Selling Stockholder agrees to reimburse the Underwriters for all reasonable and documented out-of-pocket costs and expenses (including the reasonable and documented fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
Appears in 2 contracts
Samples: Underwriting Agreement (Madison Square Garden Entertainment Corp.), Underwriting Agreement (Madison Square Garden Entertainment Corp.)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company Verizon Wireless will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) and the costs incident obligations of the Depositor and the Trust with respect to the authorizationtransactions contemplated by this Agreement, issuance, sale, preparation and delivery of whether or not the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration transactions contemplated herein are consummated or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange.
(b) If (i) this Agreement is terminated pursuant to Section 98 hereof, including: (a) the preparation of the Registration Statement as originally filed, and the preparation and printing of the Preliminary Prospectus and the Prospectus and each amendment or supplement thereto and delivery of copies thereof to the Underwriters, (iib) the Company for any reason fails to tender preparation of this Agreement, (c) the Shares for preparation, issuance and delivery of the Underwritten Notes to the Underwriters (or any appointed clearing organizations), (iiid) the fees and disbursements of Verizon Wireless’, the Depositor’s and the Trust’s accountants, (e) the qualification of the Underwritten Notes under state securities laws including filing fees and the reasonable fees and disbursements of counsel to the Underwriters decline in connection therewith and in connection with the preparation of any “blue sky” survey (including the printing and delivery thereof to purchase the Shares Underwriters), (f) any fees charged by rating agencies for the rating (or consideration of the rating) of the Underwritten Notes, (g) the fees and expenses incurred with respect to any filing with, and review by, DTC or any similar organizations, (h) the fees and disbursements of the Indenture Trustee and its counsel, if any, (i) the fees and disbursements of the Owner Trustee and its counsel, if any, (j) the fees and expenses of Xxxxxx Xxxxx LLP, Delaware counsel to the Trust, (k) the fees and expenses of Verizon Wireless’ and the Depositor’s counsel and (l) the fees and disbursements of the Asset Representations Reviewer and its counsel, if any. To the extent that the transactions contemplated by this Agreement are consummated, Verizon Wireless shall only pay the fees and expenses described in clauses (a) through (l); provided that Verizon Wireless shall only be responsible for the reimbursement of expenses of the Representatives or the Underwriters set forth in clauses (a) through (l) to the extent that such expenses are incurred in accordance with Xxxxxxx’s expense reimbursement policies, a copy of which was previously delivered to the Representatives. Other than as specifically set forth in this Xxxxxxx 0, xxxx of Verizon Wireless, the Depositor or the Trust is responsible for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Representatives or the Underwriters in connection with the offering of the Underwritten Notes. Notwithstanding the foregoing, if for any reason the purchase of the Underwritten Notes by the Underwriters is not consummated (other than (i) as a result of any Underwriter’s breach under Section 4 of this Agreement or (ii) pursuant to Section 8 or Section 10 hereof), Verizon Wireless will reimburse the Representatives and the Underwriters for all reasonable out-of-pocket expenses incurred by them in connection with the offering contemplated herebyof the Underwritten Notes; provided that such expenses are incurred in accordance with Xxxxxxx’s expense reimbursement policies, a copy of which was previously delivered to the Representatives.
Appears in 2 contracts
Samples: Underwriting Agreement (Verizon Master Trust), Underwriting Agreement (Verizon Master Trust)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, in connection with (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act by it of the Registration Statement, any Issuer Free Writing Prospectus and the Preliminary Prospectus, (ii) the preparation, issuance and delivery of the Shares, (iii) the printing and delivery (by first class mail) to the Agent, the Forward Seller and the Forward Purchaser, in reasonable quantities, of copies of the Registration Statement, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Prospectus and the Prospectus (including all exhibitseach as originally filed and as subsequently amended), amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the any filing fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters may reasonably designate incident to, and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses disbursements of counsel for the Underwriters)Agent, the Forward Seller and the Forward Purchaser in connection with, any required review by Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Shares; (v) all fees and expenses in connection with listing the cost of preparing stock certificatesShares on the Exchange; and (vivii) the costs and charges of any transfer agent or registrar or any dividend distribution agent. In addition, the Company will pay the reasonable fees and any registrar; (vii) all expenses disbursements of the counsel for the Agent, the Forward Seller and application the Forward Purchaser, Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP, including fees and disbursements incurred in connection with any filing with, qualifying the Shares under state securities or blue sky laws or investment laws (if and clearance of to the offering by, FINRA; (viii) all expenses incurred extent such qualification is required by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange.
(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this AgreementAgent, the Company agrees to reimburse Forward Seller, the Underwriters for all Forward Purchaser or the Company), the reasonable out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably the Agent, the Forward Seller and the Forward Purchaser incurred by the Underwriters in connection with this Agreement and the offering transactions contemplated herebyhereby which have been approved, in writing in advance, by the Company.
Appears in 2 contracts
Samples: Sales Agency Agreement (Dominion Energy, Inc), Sales Agency Agreement (Dominion Energy, Inc)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will Shake Shack Parties will, jointly and severally, pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Representative may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided that any expenses or costs associated with any chartered plane used in connection with any “road show” presentation to potential investors will be paid 50% by the Company and 50% by the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock Listing Exchange; provided that the fees and expenses of counsel for the Underwriters to be reimbursed by the Company pursuant to clauses (iv) and (vii) hereof shall not exceed $15,000 in the aggregate.
(b) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Selling Stockholders will pay all taxes incurred in connection with the offering of the Shares, including any taxes incurred in connection with the redemption or exchange of the SSE Interests for Shares (whether or not such taxes are withheld from the proceeds received by the Selling Stockholders), the fees of their tax and other advisors, if any, and, for Selling Stockholders located outside the United States, the costs of obtaining a legal opinion from local counsel in the jurisdiction of such Selling Stockholder.
(c) If (i) this Agreement is terminated pursuant to Section 911, (ii) the Company or the Selling Stockholders for any reason fails fail to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees each Shake Shack Party agrees, jointly and severally, to reimburse the Underwriters (in the case of a termination pursuant to Section 12, only such Underwriters as have so terminated this Agreement with respect to themselves severally and are not in default hereunder) for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
Appears in 2 contracts
Samples: Underwriting Agreement (Shake Shack Inc.), Underwriting Agreement (Shake Shack Inc.)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Representative may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) any fees charged by rating agencies for rating the costs and charges of any transfer agent and any registrarSecurities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties) (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ixx) all expenses and application fees related to the listing of the Shares Underlying Securities on the New York Stock ExchangeNasdaq.
(b) If (i) this Agreement is terminated pursuant to Section 9 (other than pursuant to clause (iv) of Section 9), (ii) the Company for any reason fails to tender the Shares Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares Securities for any reason permitted under this AgreementAgreement (other than following termination of this Agreement pursuant to clause (iv) of Section 9), the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
Appears in 2 contracts
Samples: Underwriting Agreement (Savient Pharmaceuticals Inc), Underwriting Agreement (Savient Pharmaceuticals Inc)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunderunder this Agreement, including without limitation, including:
(i) the costs incident to printing and filing of the authorizationRegistration Statement and all amendments thereto, issuanceand the Prospectus and any amendments or supplements thereto;
(ii) the preparation, saleprinting, preparation issuance and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; Securities;
(iii) the reasonable fees and expenses disbursements of the Company’s accountants and counsel and independent accountants; of the Trustee and its counsel, and of any issuing and paying agent or transfer agent;
(iv) the qualification of the Securities under securities laws in accordance with the provisions of Section 5(g), including filing fees and expenses incurred the reasonable fees and disbursements of counsel to the Underwriters in connection therewith and in connection with the registration or qualification and determination preparation of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters may reasonably designate and the preparation, printing and distribution of a any Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); Survey;
(v) the cost printing and delivery to the Underwriters in quantities as hereinabove stated of preparing stock certificates; copies of the Registration Statement and any amendments thereto, and of the Prospectus and any amendments or supplements thereto, and the delivery by the Underwriters of the Prospectus and any amendments or supplements thereto in connection with solicitations or confirmations of sales of the Securities;
(vi) the costs preparation and charges delivery to the Underwriters of any transfer agent and any registrar; copies of the Operative Agreements;
(vii) all expenses and application any fees incurred in connection with any filing with, and clearance charged by rating agencies for the rating of the offering by, FINRASecurities; and
(viii) all expenses the fees and expenses, if any, incurred by with respect to any filing with the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing National Association of the Shares on the New York Stock Exchange.
(b) Securities Dealers, Inc. If (i) this Agreement is terminated pursuant to by you in accordance with the provisions of Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement6 hereof, the Company agrees to shall reimburse the Underwriters for all of their out-of-pocket costs and expenses (expenses, including the reasonable fees and expenses disbursements of Xxxxxx & Xxxxxx L.L.P., counsel for the Underwriters, or, in any other case, including any termination pursuant to Section 9 or 10 hereof, the Underwriters will pay all of their own expenses, including their fees of counsel) reasonably incurred by , transfer taxes on resale of any of the Underwriters in connection Securities and any advertising expenses connected with this Agreement and the offering contemplated herebyany offers they may make.
Appears in 2 contracts
Samples: Underwriting Agreement (Southwest Airlines Co), Underwriting Agreement (Southwest Airlines Co)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Representative may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) any fees charged by rating agencies for rating the costs and charges of any transfer agent and any registrarSecurities; (vii) the fees and expenses of the Depositary and any transfer or paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRAby FINRA and the approval of the Securities for book-entry transfer by DTC; and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange.
(b) If (i) this Agreement is terminated pursuant to by the Representative in accordance with the provisions of Section 98 hereof, (ii) the Company for any reason fails to tender the Shares Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares Securities for any reason permitted under this Agreement, the Company agrees to shall reimburse the Underwriters for all out-of-of their reasonable out of pocket costs and expenses (expenses, including the reasonable fees and expenses disbursements of their counsel) reasonably incurred by counsel for the Underwriters in connection with this Agreement and the offering contemplated herebyUnderwriters.
Appears in 2 contracts
Samples: Underwriting Agreement (SVB Financial Group), Underwriting Agreement (SVB Financial Group)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Representative may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters, not to exceed $10,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; investors and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock ExchangeNasdaq Global Market. Except as provided in this Section 11 or in Section 7, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel.
(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
Appears in 2 contracts
Samples: Underwriting Agreement (OvaScience, Inc.), Underwriting Agreement (OvaScience, Inc.)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and the Offered ADSs and any taxes payable in that connectionconnection (including, without limitation, the cost of any share register, any book or records required under Swiss Federal Intermediated Securities Act, clearing arrangements with SIX SIS AG, notarization fees and filing fees with the competent commercial register, but not including any taxes measured by or based on income (or comparable measures) imposed on the Underwriters); (ii) the costs incident to the preparation, printing and filing under the Securities Act and the Swiss Financial Services Act of the Registration Statement, the ADS Registration Statement, the Exchange Act Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the reasonable and documented fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Offered ADSs under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; provided that any fees and expenses of counsel for the Underwriters pursuant to clause (v) above and this clause (viii) shall not exceed $30,000 in the aggregate; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ixx) all expenses and application fees related to the listing of the Offered ADSs on the Nasdaq Market; and (xi) all expenses and fees (including stock exchange levies) related to the listing of the Shares on the New York Stock ExchangeSIX.
(b) If (i) this Agreement is terminated pursuant to Section 911, (ii) the Company for any reason fails to tender the Shares Offered ADSs for delivery to the Underwriters (other than by reason of a default by any Underwriter pursuant to Section 12 of this Agreement) or (iii) the Underwriters decline to purchase the Shares Offered ADSs for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses of any Underwriter that defaults on its obligation to purchase the Offered ADSs.
Appears in 2 contracts
Samples: Underwriting Agreement (Molecular Partners Ag), Underwriting Agreement (Molecular Partners Ag)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum and any “Canadian wrapper” (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all reasonable expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRAFINRA (including the related fees and expenses of counsel for the Underwriters); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors (other than as set forth in the next sentence); and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock ExchangeNASDAQ Market. The Underwriters shall pay all of their own costs and expenses, including fees of their counsel, travel and lodging expenses of their representatives and 50% of the costs of any aircraft chartered in connection with any “road show.”
(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters (other than because of the Underwriters’ failure to pay for the Shares) or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this AgreementAgreement (other than following termination of this Agreement pursuant to Section 10(c)), the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
Appears in 2 contracts
Samples: Underwriting Agreement (Clovis Oncology, Inc.), Underwriting Agreement (Clovis Oncology, Inc.)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will pay or cause to be paid and bear all costs and expenses incident to the performance of its obligations hereunderunder this Agreement and any applicable Terms Agreement, including without limitation, (ia) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration StatementStatement (including financial statements and exhibits), as originally filed and as amended, and the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus cost of furnishing copies thereof to the Underwriters, (b) the printing and distribution of this Agreement (including all exhibitsany applicable Terms Agreement), amendments and supplements thereto) the Designated Indenture and the distribution thereof; Offered Securities, (iiic) the delivery of the Offered Securities to the Underwriters, including any transfer taxes payable upon the sale of the Securities to the Underwriters, (d) the fees and expenses disbursements of the Company’s counsel and independent accountants; , (ive) the fees qualification of the Offered Securities under the applicable securities laws in accordance with Section 4(c) and expenses incurred in connection any filing for review of the offering with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters may reasonably designate and the preparationFinancial Industry Regulatory Authority, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vif) the costs and charges of any transfer agent, paying agent or registrar, (g) the fees of rating agencies, (h) the fees and any registrar; expenses of the Trustee, including the fees and disbursements of counsel for the Trustee, in connection with the Designated Indenture and the Offered Securities, (viii) all expenses and application listing fees incurred in connection with any filing with, and clearance the listing of the offering byOffered Securities on any listing exchange specified in the Final Term Sheet, FINRA; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ixj) all expenses and application fees related taxes for which the Company may at any time be liable, including, without limitation, any stamp duty, capital, withholding, transfer or other tax, incident to the listing issue and delivery of the Shares on the New York Stock Exchange.
(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery Offered Securities to the Underwriters or and the sale and delivery of the Offered Securities to the initial purchasers thereof (iii) provided that such sale and delivery by the Underwriters decline takes place outside the United Kingdom) and (k) up to purchase the Shares for any reason permitted under this Agreement, amount agreed by the Company agrees to reimburse as reimbursement for the Underwriters for all out-of-pocket costs and expenses (expenses, including the reasonable fees and expenses disbursements of their counsel) reasonably counsel for the Underwriters, incurred by the Underwriters in connection with this Agreement and the offering transactions contemplated hereby, payable to you, for the account of the Underwriters. If a Terms Agreement is terminated by you in accordance with the provisions of Section 8, 13(a)(i) or 15, the Company shall reimburse the Underwriters for all their out-of-pocket expenses, including the fees and disbursements of counsel for the Underwriters.
Appears in 2 contracts
Samples: Underwriting Agreement (HSBC Holdings PLC), Underwriting Agreement (HSBC Holdings PLC)
Payment of Expenses. (a) Whether The Company agrees to pay, or not reimburse if paid by the Underwriter, upon consummation of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, hereby: (ia) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Securities to the Underwriter and any taxes payable in that connection; (iib) the costs incident to the registration of the Securities under the Securities Act; (c) the costs incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, the Preliminary Base Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus, any Pricing Disclosure Package amendments, supplements and exhibits thereto or any document incorporated by reference therein and the Prospectus costs of printing, reproducing and distributing any transaction document by mail or other means of communications; (d) the reasonable fees and expenses (including all exhibitsrelated fees and expenses of counsel for the Underwriter) incurred in connection with securing any required review by FINRA of the terms of the sale of the Securities and any filings made with FINRA; (e) any applicable listing, amendments quotation or other fees; (f) the reasonable fees and supplements theretoexpenses (including related fees and expenses of counsel to the Underwriter) of qualifying the Securities under the securities laws of the several jurisdictions as provided in Section 4(i) and the distribution thereofof preparing, printing and distributing wrappers, “Blue Sky Memoranda” and “Legal Investment Surveys”; (iiig) the cost of preparing and printing stock certificates; (h) all fees and expenses of the registrar and transfer agent of the Common Stock; and (i) all other reasonable costs and expenses incident to the offering of the Securities or the performance of the obligations of the Company under this Agreement (including, without limitation, the fees and expenses of the Company’s counsel and the Company’s independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters may reasonably designate accountants and the preparation, printing travel and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all other expenses incurred by the Company Company’s and Underwriter’s personnel in connection with any “road show” presentation to potential investors; and (ix) all including, without limitation, any expenses and application fees related to advanced by the listing of the Shares Underwriter on the New York Stock Exchange.
Company’s behalf (b) If (i) this Agreement is terminated pursuant to Section 9which will be promptly reimbursed)); provided, (ii) however, that the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees shall have no obligation to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by counsel for the Underwriters pursuant to clauses (d) and (f) of this Section 5 in connection with this Agreement and excess of $20,000 in the offering contemplated herebyaggregate.
Appears in 2 contracts
Samples: Loan and Security Agreement (Fuelcell Energy Inc), Underwriting Agreement (Fuelcell Energy Inc)
Payment of Expenses. (a) Whether or The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the transactions contemplated by this Agreement are consummated or this Agreement is terminatedClosing Date, the Company will pay or cause to be paid all costs and expenses incident to the performance of its the obligations hereunderof the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of Securities to be issued and sold in the Offering with the Commission; (b) all Public Offering System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Securities on the NYSE American, including any fees charged by DTC; (d) all fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all required filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel which will be Representative Counsel); (ie) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (f) the costs incident to the authorization, issuance, sale, preparation of all mailing and delivery printing of the Shares underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers' Agreement, Underwriters' Questionnaire and any taxes payable in that connectionPower of Attorney), Registration Statements, Preliminary Prospectuses, Disclosure Packages and Prospectuses and all amendments, supplements and exhibits thereto and as many Preliminary Prospectuses and Prospectuses as the Representative may reasonably deem necessary; (iig) the costs incident to the preparationof preparing, printing and filing under delivering certificates representing the Securities Act Securities; (h) fees and expenses of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereofCompany's transfer agent; (iiij) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the fees and expenses of the Company’s counsel and independent 's accountants; (ivl) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under Company's legal counsel and other agents and representatives; and (m) $65,000 for the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable actual fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application Representative, including for legal fees related of the Representative Counsel or $25,000 if the Offering is not consummated. The Representative may deduct from the net proceeds of the Offering payable to the listing of the Shares Company on the New York Stock Exchange.
(b) If (i) this Agreement is terminated pursuant Closing Date, or the Option Closing Date, if any, the expenses set forth herein to Section 9, (ii) be paid by the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated herebyUnderwriters.
Appears in 2 contracts
Samples: Underwriting Agreement (Cel Sci Corp), Underwriting Agreement (Cel Sci Corp)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Selling Shareholders will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any stamp duties or other issuance or transfer taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable related reasonable fees and expenses of counsel for the UnderwritersUnderwriters not to exceed $15,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRAFINRA (but with respect to related fees and expenses of counsel for the Underwriters not to exceed $20,000); (viii) all non-transportation-related expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors and 50% of the out-of-pocket costs and expenses of aircraft and other transportation used in connection with the road show; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock ExchangeNYSE. It is understood, however, that except as provided in this Section 13, Section 9 entitled “Indemnity and Contribution,” and Section 11 entitled “Termination” above, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel.
(b) If (i) this Agreement is terminated pursuant to clause (ii) of Section 911, (ii) the Company or the Selling Shareholders for any reason fails fail to tender the Shares for delivery to the Underwriters (other than pursuant to clauses (i), (iii), (iv) or (v) of Section 11 or Section 12) or
(iii) the Underwriters decline to purchase the Shares for any reason permitted under this AgreementAgreement (other than pursuant to clauses (i), (iii), (iv) or (v) of Section 11 or Section 12), the Company agrees and the Selling Shareholders agree to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby; provided that, if any Selling Shareholder fails to tender its Shares for delivery to the Underwriters, such Selling Shareholder agrees to reimburse the Underwriters only for its pro rata portion of such out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) based upon the number of Shares agreed to be sold by such Selling Shareholder pursuant to this Agreement relative to the total number of Shares agreed to be sold by the Selling Shareholder pursuant to this agreement with the remainder of such expenses being the responsibility of the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Axalta Coating Systems Ltd.), Underwriting Agreement (Axalta Coating Systems Ltd.)
Payment of Expenses. (a) Whether or not The Company agrees with the transactions contemplated by this Agreement are consummated or this Agreement is terminated, several Underwriters that the Company will pay or cause to be paid all costs and expenses incident to the performance of its the respective obligations hereunderof the Company and the Selling Stockholders (to the extent provided for in the Second Amended and Restated Registration Rights Agreement, dated October 16, 2017, among the Company and the investors party thereto, as amended by Amendment No. 1 to the Second Amended and Restated Registration Rights Agreement, dated November 22, 2019, among the Company and the investors party thereto and Amendment No. 2 to the Second Amended and Restated Registration Rights Agreement, dated November 25, 2020, among the Company and the investors party thereto) under this Agreement, including without limitation, but not limited to (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and other expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Offered Securities for sale under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable fees and disbursements of counsel for the Underwriters) and the preparation and printing of memoranda relating thereto, (ii) costs and expenses related to the review by FINRA of the Offered Securities (including filing fees and the reasonable fees and expenses of counsel for the UnderwritersUnderwriters relating to such review); , (viii) the cost delivery and distribution of preparing stock certificates; the Custody Agreement and the Powers of Attorney and the fees and expenses of the Custodian (vi) the costs and charges of any transfer agent and any registrar; other attorney-in-fact), (viiiv) all fees and expenses and application fees incurred in connection with any filing with, and clearance of incident to listing the offering by, FINRA; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares Offered Securities on the New York Stock Exchange.
(b) If (i) this Agreement is terminated pursuant to Section 9, (iiv) fees and expenses in connection with the Company registration of the Offered Securities under the Exchange Act, (vi) any transfer taxes payable in connection with the delivery of the Offered Securities to the Underwriters, (vii) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (viii) expenses incurred for preparing, printing and distributing any reason fails Issuer Free Writing Prospectuses to tender investors or prospective investors, (ix) all expenses (except any transfer taxes, if any) incident to the Shares for sale and delivery of the shares to be sold by the Selling Stockholders to the Underwriters or hereunder, and (iiix) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by counsel for the Selling Stockholders; provided that the fees and expenses of counsel for the Underwriters pursuant to clauses (i) and (ii) hereof shall not exceed $30,000 in connection with this Agreement and the offering contemplated herebyaggregate.
Appears in 2 contracts
Samples: Underwriting Agreement (Evoqua Water Technologies Corp.), Underwriting Agreement (Evoqua Water Technologies Corp.)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will pay or cause to be paid all costs and expenses incident to the performance of its the obligations hereunderof the Company under this Agreement, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to associated with the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus Statement (including all financial statements and exhibits) as originally filed and of each amendment thereto (ii) the costs associated with the preparation, amendments issuance and supplements thereto) delivery of the Securities to the Underwriters, including any transfer taxes and any stamp or other duties payable upon the distribution thereof; sale, issuance or delivery of the Securities to the Underwriters, (iii) the fees and expenses disbursements of the counsel, accountants and other advisors or agents (including transfer agents and registrars) to the Company’s counsel , as well as the fees and independent accountants; disbursements of the Trustee and any Depositary, and their respective counsel, (iv) the printing and delivery to the Underwriters of copies of the Basic Prospectus, each preliminary prospectus, including the Preliminary Final Prospectus, and the Final Prospectus, and any amendments or supplements thereto, (v) the fees charged by nationally recognized statistical rating organizations for the rating of the Securities, (vi) the qualification of the Securities under securities laws in accordance with the provisions of Section 5(e) hereof, including filing fees and expenses incurred the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the registration or qualification and determination of eligibility for investment preparation of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum Survey and any supplement thereto, and (including the related reasonable fees and expenses of counsel for the Underwriters); (vvii) the cost of preparing stock certificates; (vi) making the costs Securities eligible for clearance and charges settlement through the facilities of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock ExchangeThe Depository Trust Company.
(b) If (i) this Agreement the sale of the Securities provided for herein is terminated not consummated because any condition to the obligations of the Underwriters attributable to the Company set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 910(i) hereof or because of any refusal, (ii) inability or failure on the part of the Company for to perform any agreement herein or comply with any provision hereof other than by reason fails to tender of a default by any of the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this AgreementUnderwriters, the Company agrees to will reimburse the Underwriters severally through the Representatives on demand for all out-of-pocket costs and expenses (including the reasonable fees and expenses disbursements of their counsel) that shall have been reasonably incurred by the Underwriters them in connection with this Agreement the proposed purchase and sale of the offering contemplated herebySecurities.
Appears in 2 contracts
Samples: Underwriting Agreement (Odyssey Re Holdings Corp), Underwriting Agreement (Odyssey Re Holdings Corp)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated Reorganization is completed or this Agreement is terminatedconsummated, MTS on behalf of the Company Primary Parties will pay or cause to be paid for all costs and expenses incident to the performance of its obligations hereunderthis Agreement, including without limitation, : (ia) the costs incident to the authorization, issuance, sale, preparation and delivery filing of the Shares and any taxes payable in that connectionApplications; (iib) the costs incident to the preparation, printing printing, filing, delivery and filing under the Securities Act shipment of the Registration Statement, including the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) , and all documents related to the Offerings and the distribution thereofproxy solicitation, and all filing fees related thereto; (iiic) the all filing fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the qualification or registration or qualification and determination of eligibility for investment of the Shares for offer and sale by the Holding Company under the state or foreign securities or “blue sky” laws, including without limitation filing fees, reasonable legal fees and disbursements of counsel in connection therewith, and in connection with the preparation of a blue sky laws law survey; (d) the filing fees of such jurisdictions as FINRA related to the Underwriters may reasonably designate Agent’s fairness filing under Rule 2710 (or any successor rule of FINRA); (e) fees and expenses related to the preparation of the Appraisal; (f) fees and expenses related to auditing and accounting services; (g) all expenses relating to advertising, postage, temporary personnel, investor meetings and the preparation, printing operation of the stock information center; (h) transfer agent fees and costs of preparation and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; and (vii) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all other expenses and application fees related to the listing Syndicated Community Offering. In the event that the Agent incurs any expenses on behalf of the Shares Primary Parties, MTS on behalf of the New York Stock Exchange.
(b) If (i) this Agreement is terminated pursuant to Section 9Primary Parties will pay or reimburse the Agent for such expenses regardless of whether the Conversion and the Offerings are successfully completed, (ii) and such reimbursements will not be included in the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company expense limitations set forth above. MTS also agrees to reimburse on behalf of the Underwriters Primary Parties the Agent for all reasonable out-of-pocket costs and expenses (expenses, including the reasonable legal fees and expenses of their counsel) reasonably expenses, incurred by the Underwriters Agent in connection with the services hereunder. The Agent will not incur legal fees (excluding out of pocket expenses of counsel which shall not exceed $3,000 without the consent of LMIC and MTS) in excess of $75,000 without the consent of LMIC and MTS. The Agent will not incur actual accountable reimbursable out of pocket expenses in excess of $5,000 without the consent of LMIC and MTS. The Agent will not incur any single out-of-pocket expense on behalf of the Primary Parties of more than $1,000 or $5,000 in the aggregate pursuant to this Agreement paragraph without the prior approval of the Holding Company or LMIC and MTS. The Primary Parties and MTS acknowledge, however, that expense caps may be increased by the mutual consent of LMIC, MTS and the offering contemplated herebyAgent in the event of delay in the Offerings requiring the Agent to utilize a Syndicated Community Offering, a delay as a result of circumstances requiring material additional work by the Agent or its counsel or an update of the financial information contained in the Registration Statement, as amended or supplemented, to reflect a period later than June 30, 2008. Not later than two days prior to the Closing Time, the Agent will provide the Primary Parties and MTS with a detailed accounting of all reimbursable expenses to be paid at the Closing.
Appears in 2 contracts
Samples: Agency Agreement (Lmi Holdings Inc), Agency Agreement (Lmi Holdings Inc)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Units and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Units under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Representative may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of incurred by counsel for the Underwriters); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ixx) all expenses and application fees related to the listing of the Shares and Warrant Shares on the New York Stock ExchangeNYSE MKT; and (xi) the out-of-pocket costs and expenses (including the fees and expenses of counsel) incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby in an amount not to exceed $50,000 in the aggregate.
(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares or Warrants for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares Units for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby; provided, however, that in the case of termination under Section 10(c), the Company shall not reimburse the defaulting underwriter for any out-of-pocket costs and expenses incurred by such defaulting underwriter.
Appears in 2 contracts
Samples: Underwriting Agreement (Palatin Technologies Inc), Underwriting Agreement (Palatin Technologies Inc)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will agrees to pay or cause to be paid all the following costs and expenses incident to the performance of its obligations hereunder, including without limitation, : (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments amendments, and supplements theretosupplements) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates, provided that such fees and expenses shall not exceed $5,000; (vi) any fees charged by rating agencies for rating the costs and charges of any transfer agent and any registrarSecurities; (vii) all the reasonable fees and expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRATrustee and any paying agent (including related reasonable fees and expenses of any counsel to such parties); and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange.
(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
Appears in 2 contracts
Samples: Underwriting Agreement (First American Financial Corp), Underwriting Agreement (First American Financial Corp)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable and documented fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRAFINRA (including the related reasonable fees and expenses of counsel for the Underwriters); provided that the amount payable by the Company with respect to fees and disbursements of the Underwriters and counsel for the Underwriters pursuant to this subsection (vii) shall not exceed $45,000 in the aggregate; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, provided however, that the Underwriters will pay all of the travel, lodging and other expenses of the Underwriters or any of their employees incurred by them in connection with the “road show”, and provided, further, that the Company and the Underwriters will each pay 50% of the cost of any aircraft chartered to be used in connection with such road show by both the Company and the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock ExchangeNasdaq Market.
(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters (other than by reason of a default by any Underwriter) or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by any Underwriter that defaults on its obligation to purchase the Shares.
Appears in 2 contracts
Samples: Underwriting Agreement (SpringWorks Therapeutics, Inc.), Underwriting Agreement (SpringWorks Therapeutics, Inc.)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will and the Guarantors agree, jointly and severally, to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of preparing, reproducing and distributing this Agreement, the Indenture, the Notes and the Guarantees; (iv) the fees and expenses of the Company’s and the Guarantor’s counsel (including local and special counsel) and independent accountants; (ivv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Representative may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) any fees charged by rating agencies for rating the costs and charges of any transfer agent and any registrarSecurities; (vii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities; (viii) all fees and expenses (including reasonable fees and expenses of counsel) of the Company and the Guarantors in connection with approval of the Securities by the DTC for “book-entry” transfer; (ix) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ixxii) all other costs and expenses and application fees related incident to the listing performance of the Shares on the New York Stock Exchangeits obligations hereunder which are not otherwise specifically provided for in this Section 11.
(b) If (i) the purchase and sale of the Securities hereunder is not consummated because any condition to the obligations of the Underwriters set forth in Section 6 is not satisfied, (ii) this Agreement is terminated pursuant to Section 99(ii), (iiiii) the Company for any reason fails to tender the Shares Securities for delivery to the Underwriters other than as a result of a breach of this Agreement by the Underwriters or (iiiiv) the Underwriters decline to purchase the Shares Securities for any reason permitted under this AgreementAgreement other than for termination of this Agreement under Section 9(i), (iii) and (iv), the Company agrees and the Guarantors, jointly and severally, agree to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
Appears in 2 contracts
Samples: Underwriting Agreement (Tenneco Inc), Underwriting Agreement (Tenneco Inc)
Payment of Expenses. (a) Whether The Company agrees to pay, or reimburse if paid by the Underwriters, whether or not the transactions contemplated by this Agreement hereby are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, : (ia) the costs incident to the authorization, issuance, sale, preparation sale and delivery of the Shares to the Underwriters and any taxes payable in that connection; (iib) the costs incident to the registration of the Shares under the Securities Act; (c) the costs incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, the Preliminary Base Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus, any Pricing Disclosure Package amendments, supplements and exhibits thereto or any document incorporated by reference therein; (d) the Prospectus reasonable and documented fees and expenses of counsel to the Underwriters incurred in connection with securing any required review by FINRA and any filings made with FINRA; (including e) all exhibits, amendments costs and supplements theretoexpenses incident to listing the Shares on the NASDAQ Global Market; (f) the fees and expenses of counsel for the Underwriters incurred in connection with qualifying the Shares under the securities laws of the several jurisdictions as provided in Section 4(e) and the distribution thereofof preparing, printing and distributing wrappers and blue sky memoranda; (iiig) the fees and expenses of the Depositary and any transfer agent, registrar or depository with respect to the Shares; (h) the expenses and application fees incurred in connection with the approval of the Shares for book-entry transfer by DTC; (i) the reasonable fees and disbursements of counsel to the Underwriters in an aggregate amount not to exceed $75,000 and (j) all other costs and expenses of the Company incident to the offering of the Shares by, or the performance of the obligations of, the Company under this Agreement (including, without limitation, the fees and expenses of the Company’s counsel and the Company’s independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters may reasonably designate accountants and the preparation, printing travel and distribution of a Blue Sky Memorandum (including the related other reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all expenses incurred by the Company personnel in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange”).
(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
Appears in 2 contracts
Samples: Underwriting Agreement (B. Riley Financial, Inc.), Underwriting Agreement (B. Riley Financial, Inc.)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company will hereby agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, the following: (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable all expenses in that connection; (ii) the costs incident to connection with the preparation, printing and filing under the Securities Act of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Prospectus and the Prospectus (including and any and all exhibits, amendments and supplements thereto) thereto and the distribution thereofmailing and delivering of copies thereof to the Underwriters and dealers; (ii) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering and the fees and expenses (including fees and expenses of counsel) of the Company, the Trustee and the costs and charges of any registrar and paying agent under the Indenture; (iii) the fees cost of producing this Agreement, the Indenture and expenses of any agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or documents (including any compilations thereof) in connection with the Company’s counsel and independent accountantsOffering; (iv) the fees and all expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities for offering and sale under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters may reasonably designate and the preparationprovided in Section 4(e) hereof, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses disbursements of counsel for the Underwriters)Underwriters in connection with such qualification and in connection with any blue sky survey; (v) the cost filing fees incident to, and the fees and disbursements of preparing stock certificatescounsel for the Underwriters in connection with, securing any required review by the NASD of the terms of the Offering; (vi) all fees and expenses in connection with any rating of the costs Securities, listing of the Underlying Shares issuable upon conversion of the Securities on the Nasdaq National Market; and (vii) all travel expenses of the Company's officers and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securities. The Company also will pay or cause to be paid: (x) the cost of preparing certificates representing the Securities; (y) the cost and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of or registrar for the offering by, FINRA; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsSecurities; and (ixz) all other costs and expenses and application fees related incident to the listing performance of its obligations hereunder which are not otherwise specifically provided for in this Section 5. It is understood, however, that except as provided in this Section, and Sections 7, 8 and 11 hereof, the Shares on Underwriters will pay all of their own costs and expenses, including the New York Stock Exchange.
(b) If (i) fees of their counsel. Notwithstanding anything to the contrary in this Section 5, in the event that this Agreement is terminated pursuant to Section 96 or 11(b) hereof, (ii) the Company for any reason fails or subsequent to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreementa Material Adverse Change, the Company agrees to reimburse the Underwriters for will pay all out-of-of pocket costs and expenses of the Underwriters (including the reasonable but not limited to fees and expenses disbursements of their counselcounsel to the Underwriters) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated herebyherewith.
Appears in 2 contracts
Samples: Underwriting Agreement (Komag Inc /De/), Underwriting Agreement (Komag Inc /De/)
Payment of Expenses. (a) Whether The Company agrees to pay, or reimburse if paid by any Underwriter, whether or not the transactions contemplated by this Agreement hereby are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, : (ia) the costs incident to the authorization, issuance, sale, preparation and delivery registration of the Shares and any taxes payable in that connectionStock under the Securities Act; (iib) the costs incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, the Base Prospectus, any Preliminary Prospectus, any Issuer Free Writing the General Disclosure Package, the Prospectus, any Pricing Disclosure Package amendments, supplements and exhibits thereto and the Prospectus costs of printing, reproducing and distributing the “Agreement Among Underwriters” between the Representatives and the Underwriters, the Master Selected Dealers’ Agreement, the Underwriters’ Questionnaire, this Agreement and any closing documents by mail, telex or other means of communications; (c) the fees and expenses (including all exhibits, amendments related reasonable and supplements theretodocumented fees and expenses of counsel for the Underwriters) incurred in connection with securing any required review by FINRA of the terms of the sale of the Stock and any filings made with FINRA; (d) any applicable listing or other fees; (e) the fees and expenses (including related reasonable and documented fees and expenses of counsel to the Underwriters) of qualifying the Stock under the securities laws of the several jurisdictions as provided in Section 4(i)(h) and the distribution thereofof preparing, printing and distributing wrappers, Blue Sky Memoranda and Legal Investment Surveys; (iiif) the cost of preparing and printing stock certificates; (g) all fees and expenses of the registrar and transfer agent of the Stock; (h) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Stock, including, without limitation, expenses associated with the preparation of any electronic road show, expenses associated with the preparation of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the officers of the Company and such consultants, including fifty percent (50%) of the cost of any aircraft chartered in connection with the road show, and (i) all other costs and expenses incident to the offering of the Stock or the performance of the obligations of the Company under this Agreement (including, without limitation, the fees and expenses of the Company’s counsel and the Company’s independent accountants), provided, however, that the fees of counsel for the Underwriters incurred pursuant to clauses (c) and (e) of this Section 5 shall not exceed $45,000 in the aggregated; (iv) provided, further, that, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, including the fees and expenses incurred of their counsel not contemplated herein, any transfer taxes on the resale of any Stock by them and the expenses of advertising any offering of the Stock made by the Underwriters and travel and lodging expenses of the Underwriters and other transportation, besides fifty percent (50%) of the cost of an aircraft chartered in connection with the registration or qualification roadshow. Each Selling stockholder will pay all fees and determination of eligibility for investment of expenses incident to the Shares under the state or foreign securities or blue sky laws performance of such jurisdictions as the Underwriters may reasonably designate and the preparationSelling stockholder’s obligations under this Agreement which are not otherwise specifically provided for herein, printing and distribution of a Blue Sky Memorandum (including the related reasonable but not limited to any fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs such Selling stockholder and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, taxes incident to the sale and clearance delivery of the offering by, FINRA; (viii) all expenses incurred Stock to be sold by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange.
(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery such Selling stockholder to the Underwriters or (iii) hereunder. The underwriting discount associated with the Underwriters decline sale of the Stock to purchase be sold by such Selling stockholder hereunder shall be deducted from the Shares for any reason permitted under this Agreement, Selling stockholders’ proceeds from the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses sale of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated herebysuch Stock.
Appears in 2 contracts
Samples: Underwriting Agreement (AerSale Corp), Underwriting Agreement (AerSale Corp)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company will hereby agrees to pay or cause to be paid all reasonable and documented costs and expenses incident to the performance of its obligations hereunder, hereunder including without limitation, the following:
(i) the costs incident all filing fees and communication expenses related to the authorization, issuance, sale, preparation and delivery registration of the Shares and any taxes payable Securities to be sold in that connection; (ii) the costs incident to Offering including all expenses in connection with the preparation, printing printing, formatting for XXXXX and filing under the Securities Act of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Prospectus and the Prospectus (including and any and all exhibits, amendments and supplements thereto) thereto and the distribution thereof; mailing and delivering of copies thereof to the Underwriters and dealers;
(ii) all fees and expenses in connection with filings with FINRA;
(iii) the fees all fees, disbursements and expenses of the Company’s counsel and independent accountants; accountants in connection with the registration of the Securities under the Securities Act and the Offering;
(iv) the all fees and expenses in connection with listing the Common Stock on the Nasdaq Capital Market;
(v) the costs of all mailing and printing of the underwriting documents (including this Agreement, any blue sky surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney);
(vi) all reasonable travel expenses of the Company’s officers and employees and any other expenses incurred in connection with the registration attending or qualification and determination of eligibility for investment hosting meetings with prospective purchasers of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; Securities;
(vii) all expenses any stock transfer taxes payable upon the transfer of securities by the Company to the Underwriters and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all expenses other taxes incurred by the Company in connection with any “road show” presentation to potential investors; this Agreement or the Offering;
(viii) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities;
(ix) all the cost and charges of any transfer agent or registrar for the Common Stock;
(x) any reasonable cost and expenses in conducting background checks of the Company’s officers and application fees related directors by a background search firm acceptable to the listing Representative;
(xi) fees of Underwriters’ Counsel;
(xii) the cost of preparing, printing and delivering certificates representing each of the Shares on the New York Stock Exchange.Securities; and
(bxiii) If (i) this Agreement is terminated pursuant all other costs, fees and expenses incident to Section 9, (ii) the performance of the Company obligations hereunder which are not otherwise specifically provided for any reason fails to tender in this Section 5. The Company and the Shares for delivery Representative acknowledge that the Company has previously paid to the Underwriters or Representative advances in an amount of $15,000 (iiithe “Advance”) against the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all Representative’s out-of-pocket costs and expenses. Any portion of the Advance not used shall be returned back to the Company to the extent not incurred. The Representative’s total out-of-pocket accountable expenses (including the reasonable and documented legal fees and expenses of their counselexpenses) reasonably incurred by the Underwriters in connection with this Agreement the Offering shall not exceed $230,000 (inclusive of the Advance previously paid to the Representative). In the event the Offering is terminated prior to the Closing Date, the Representative’s total out-of-pocket accountable expenses (including reasonable and documented legal fees and expenses) in connection with the Offering shall not exceed $125,000, inclusive of the Advance and the offering contemplated herebyRepresentative shall return any portion of the Advance not used to pay its accountable out-of-pocket expenses actually incurred.
Appears in 2 contracts
Samples: Underwriting Agreement (Society Pass Incorporated.), Underwriting Agreement (Society Pass Incorporated.)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company The Transaction Entities will pay or cause to be paid all costs and expenses incident to the performance of its their obligations hereunder, including without limitation, (i) under this Agreement and all the costs incident to and expenses in connection with the authorization, issuance, sale, preparation and delivery offering of the Offered Shares and including but not limited to (A) any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and other expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Shares for sale under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters may reasonably designate Representative designates and the preparationpreparation and printing of blue sky surveys or legal investment surveys relating thereto, printing (B) costs and distribution expenses related to the review by FINRA of a Blue Sky Memorandum the Offered Shares (including filing fees and the related reasonable fees and expenses of counsel for the UnderwritersUnderwriters relating to such review); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange.
(b) If (i) this Agreement is terminated pursuant to Section 9, (iiC) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by legal counsel for the Underwriters incurred in connection with this Agreement and the offering contemplated herebyof the Offered Shares not to exceed $120,000 without the prior written consent of the Company (the “Legal Fee”), (D) costs and expenses of the Company relating to investor presentations and any road show in connection with the offering and sale of the Offered Shares including, without limitation, (1) any travel expenses of the Company’s officers and employees and (2) any other expenses of the Company, including all actually and reasonably incurred costs and expenses of the Underwriters advanced on behalf of the Company relating to the investor presentations and any roadshow in connection with the offering and sale of the Offered Shares, (E) the fees and expenses incident to listing the Offered Shares and the Underlying Securities on Nasdaq, (F) expenses incurred in distributing preliminary prospectuses and the Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) stamp duties, similar taxes or duties or other similar fees or charges, if any, incurred by the Underwriters in connection with the offering and sale of the Offered Shares and (I) up to a maximum of $25,000 for out-of-pocket expenses in excess of the Legal Fee incurred by the Underwriters from time to time in connection with the provision of the Underwriters’ services hereunder, including but not limited to database and similar information charges related to third party vendors; travel-related expenses; postage, telecommunication, printing and duplicating expenses; and any background checks on individuals required for compliance purposes. If any compensation or expenses payable to the Underwriters pursuant to this Agreement are not fully paid when due, the Company agrees to pay all costs of collection or other enforcement of the Underwriters’ rights hereunder, including but not limited to attorneys’ fees and expenses, whether collected or enforced by suit or otherwise.
Appears in 2 contracts
Samples: Underwriting Agreement (Wheeler Real Estate Investment Trust, Inc.), Underwriting Agreement (Wheeler Real Estate Investment Trust, Inc.)
Payment of Expenses. (a) Whether The Company agrees to pay, or reimburse if paid by any Underwriter, whether or not the transactions contemplated by this Agreement hereby are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, : (ia) the costs incident to the authorization, issuance, salepreparation, preparation printing and delivery of certificates for the Shares and Stock, including any taxes payable in that connection; (iib) the costs incident to the Registration of the Stock under the Securities Act; (c) the costs incident to the preparation, printing and filing under the Securities Act distribution of the Registration StatementStatements, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus, any Pricing Disclosure Package amendments, supplements and exhibits thereto and the Prospectus costs of printing, reproducing and distributing the Power of Attorney, the Custody Agreement, the “Agreement Among Underwriters” between the Representatives and the Underwriters, the Master Selected Dealers’ Agreement, the Underwriters’ Questionnaire, this Agreement and any closing documents by mail, facsimile transmission or other means of communications, in all cases, as may be reasonably requested for use in connection with the offering and sale of the Stock; (d) the fees and expenses (including all exhibitsrelated reasonable fees and expenses of a single counsel for the Underwriters) incurred in connection with securing any required review by the NASD of the terms of the sale of the Stock and any filings made with the NASD; (e) any applicable listing, amendments quotation or other fees; (f) the fees and supplements theretoexpenses (including related reasonable fees and expenses of a single counsel to the Underwriters) of qualifying the Stock under the securities laws of the several jurisdictions as provided in Section 4(I)(j)) and the distribution thereofof preparing, printing and distributing wrappers, Blue Sky Memoranda and Legal Investment Surveys; (iiig) all fees and expenses of the registrar and transfer agent of the Stock; and (i) all other costs and expenses incident to the offering of the Stock or the performance of the obligations of the Company under this Agreement (including, without limitation, the fees and expenses of the Company’s counsel and the Company’s independent accountants); (iv) provided that, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, including the fees and expenses incurred in connection with of their counsel, any transfer taxes on the registration or qualification resale of any Stock by them and determination the expenses of eligibility for investment advertising any offering of the Shares under Stock made by the state or foreign securities or blue sky laws Underwriters. Each Selling Shareholder will pay all fees and expenses incident to the performance of such jurisdictions as the Underwriters may reasonably designate and the preparationSelling Shareholder’s obligations under this Agreement which are not otherwise specifically provided for herein, printing and distribution of a Blue Sky Memorandum (including the related reasonable but not limited to any fees and expenses of counsel for the Underwriters); (v) the cost such Selling Shareholder, such Selling Shareholder’s pro rata share of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange.
(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred the Attorneys in fact and the Custodian and all expenses and taxes incident to the sale and delivery of the Stock to be sold by such Selling Shareholder to the Underwriters in connection with this Agreement hereunder, unless any agreement between the Company and the offering contemplated herebySelling Shareholders provides that the Company shall pay some or all of such fees and expenses, in which case the Company shall pay such specified fees and expenses and the Selling Shareholder shall pay the remainder.
Appears in 2 contracts
Samples: Underwriting Agreement (Double-Take Software, Inc.), Underwriting Agreement (Double-Take Software, Inc.)
Payment of Expenses. (a) Whether or not The Company and the transactions contemplated by this Agreement are consummated or this Agreement is terminatedOperating Partnership, the Company jointly and severally, will pay or cause to be paid all costs and expenses incident to the performance of its their obligations hereunderunder this Agreement (whether or not any sale of Securities is consummated), including without limitation, including:
(ia) the costs incident to the authorization, issuance, sale, The preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any preliminary prospectus, any Issuer Free Writing Prospectus and all amendments or supplements thereto;
(b) The preparation, filing and reproduction of this Agreement and the Indenture;
(c) The preparation, printing, issuance and delivery of the Securities, including any fees and expenses relating to the eligibility and issuance of Securities in book-entry form;
(d) The reasonable fees and disbursements of the accountants and counsel of the Company and the Operating Partnership, of the Trustee and its counsel, and of any calculation agent or exchange rate agent;
(e) The reasonable fees and disbursements of counsel to the Agents incurred in connection with the establishment of the program relating to the Securities and incurred from time to time in connection with the transactions contemplated hereby;
(f) The qualification of the Securities under state securities laws in accordance with the provisions of Section 4(h) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Agents in connection therewith and in connection with the preparation of any Blue Sky or Legal Investment Survey;
(g) The printing and delivery to and by the Agents in quantities as stated above of copies of the Registration Statement, the Prospectus, any Pricing Disclosure Package preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus (including all exhibits, amendments and or supplements thereto;
(h) The preparation, reproducing and delivery to the distribution thereof; (iii) the fees and expenses Agents of copies of the Company’s counsel Indenture and independent accountants; all amendments, supplements and modifications thereto;
(ivi) Any fees charged by nationally recognized statistical rating organizations for the rating of the Securities;
(j) The fees and expenses incurred in connection with the registration or qualification and determination any listing of eligibility for investment of the Shares under the state or foreign Securities on a securities or blue sky laws of such jurisdictions as the Underwriters may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum exchange;
(including the related reasonable k) The fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with respect to any filing withwith the Financial Industry Regulatory Authority, and clearance of the offering by, FINRA; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange.Inc.;
(bl) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all Any advertising and other out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably the Agents incurred by with the Underwriters in connection with this Agreement approval of the Company and the offering contemplated herebyOperating Partnership; and
(m) The cost of providing any CUSIP or other identification numbers for the Securities.
Appears in 2 contracts
Samples: Distribution Agreement (UDR, Inc.), Distribution Agreement (UDR, Inc.)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause The Depositor agrees to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, pay:
(i) the costs incident to the authorization, issuance, sale, preparation sale and delivery of the Shares Certificates and any taxes payable in that connectionconnection therewith; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration StatementStatement and any amendments and exhibits thereto and any Issuer Free Writing Prospectus;
(iii) the costs of distributing the Registration Statement as originally filed and each amendment thereto and any post-effective amendments thereof (including, in each case, exhibits), the Preliminary Prospectus, the Prospectus and any amendment or supplement to the Prospectus or any document incorporated by reference therein and any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountantsas provided in this Agreement; (iv) the costs of reproducing and distributing this Agreement; (v) any fees and expenses incurred in connection with charged by securities rating services for rating the registration or qualification and determination Underwritten Certificates; (vi) the cost of eligibility for investment of accountants' comfort letters relating to the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters may reasonably designate Preliminary Prospectus and the preparation, printing Prospectus (except as otherwise agreed in a separate letter agreement between the Seller and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (vvii) all other costs and expenses incidental to the performance of the obligations of the Depositor and the Seller (including costs and expenses of counsel to the Depositor and the Seller) and (viii) to the extent set forth in the second succeeding paragraph, the costs and expenses of the Underwriters. The Underwriters shall be solely responsible for any due diligence expenses incurred by them, any transfer taxes on the Underwritten Certificates which they may sell, the expenses of advertising any offering of the Underwritten Certificates made by the Underwriters, the cost of preparing stock certificates; (vi) any accountants' comfort letters relating to any Computational Materials and the costs and charges expenses of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related counsel to the listing of the Shares on the New York Stock Exchange.
(b) Underwriters. If (i) this Agreement is terminated pursuant because of a breach of the Depositor of any covenant or agreement hereunder (other than the failure of the closing condition set forth in Section 6(h) to Section 9be met), (ii) the Company for any reason fails to tender the Shares for delivery to Depositor shall cause the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters be reimbursed for all reasonable out-of-pocket costs and expenses (expenses, including the reasonable fees and expenses disbursements of their counsel) reasonably incurred by [__________], counsel for the Underwriters in connection with this Agreement and the offering contemplated herebyUnderwriters.
Appears in 2 contracts
Samples: Underwriting Agreement (Boardwalk Mortgage Securities Inc.), Underwriting Agreement (Argent Securities Inc)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRAthe Financial Industry Regulatory Authority, Inc.; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange; and (x) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided that notwithstanding clause (x) above, the Underwriters shall pay one-half of the lease expenses associated with any airplane which is used for the purposes of such “road show” presentations.
(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iiiii) the Underwriters decline to purchase the Shares for any reason permitted under this AgreementAgreement (other than Section 9, but excluding any termination of this Agreement by the Representatives pursuant to clause (ii) thereof), the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
Appears in 2 contracts
Samples: Underwriting Agreement (Concho Resources Inc), Underwriting Agreement (Concho Resources Inc)
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements theretothereto in connection therewith) and the distribution thereof; (iii) the costs of reproducing and distributing each of this Agreement; (iv) the documented, reasonable fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Underwriter may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the UnderwritersUnderwriter); (vvi) the cost of preparing stock certificates; (vivii) the costs fees and charges expenses of any transfer agent and any registrarregistrar (including the related fees and expenses of any counsel to such parties); (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRAthe Financial Industry Regulatory Authority; (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ixx) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange.
(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters Underwriter or (iii) the Underwriters decline Underwriter declines to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters Underwriter for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their its counsel) reasonably incurred by the Underwriters Underwriter in connection with this Agreement and the offering contemplated hereby.
Appears in 2 contracts
Samples: Underwriting Agreement (United States Steel Corp), Underwriting Agreement (United States Steel Corp)
