PLACEMENT EXPENSES Sample Clauses

PLACEMENT EXPENSES. (a) The Company will pay, whether or not any Units are sold in connection with the Placement, all reasonable, accountable costs and expenses incurred by the Canadian Placement Agent in connection with the Placement as provided in Schedule A. Reimbursement of the Canadian Placement Agent's reasonable, accountable out-of-pocket costs and expenses hereunder shall be made promptly in full in the event the Canadian Placement Agent elects to terminate this Agreement in accordance with Section 5. (b) Without limiting the generality of the foregoing, the Company hereby agrees to pay all fees, charges and expenses incident to the performance by the Company and the Canadian Placement Agent of its respective obligations hereunder, including, without limitation, all fees, charges, and expenses in connection with (i) the preparation, printing, reproduction, filing, distribution and mailing of the Canadian Memorandum and all other documents relating to the offering, purchase, sale and delivery of the Units, and any supplements or amendments thereto, including the fees and expenses of counsel to the Company and to the Canadian Placement Agent and the cost of all copies thereof, (ii) the issuance, sale, transfer and delivery of the Units, the Shares, and the Warrants, including any transfer or other taxes payable thereon and the fees of any transfer agent, warrant agent or registrar, (iii) the registration or qualification of the Units or the securing of an exemption therefrom under state of foreign "blue sky" or securities laws, including, without limitation, filing fees payable in the jurisdictions in which such registration or qualification or exemption therefrom is sought, the costs of preparing preliminary, supplemental and final "blue sky surveys" relating to the offer and sale of the Units and the fees and disbursements of counsel to the Placement Agents in connection with such "blue sky" matters, and (iv) the filing fees, if any, payable to the applicable securities regulatory authorities.
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PLACEMENT EXPENSES. (a) The Company will pay, whether or not any Units are sold in connection with the Placement, all reasonable, accountable costs and expenses incurred by the U.S. Placement Agent in connection with the Placement as provided in Schedule A. Reimbursement of the U.S. Placement Agent's reasonable, accountable out-of-pocket costs and expenses hereunder shall be made promptly in full in the event the U.S. Placement Agent elects to terminate this Agreement in accordance with Section 5. (b) Without limiting the generality of the foregoing, the Company hereby agrees to pay all fees, charges and expenses incident to the performance by the Company and the U.S. Placement Agent of its respective obligations hereunder, including, without limitation, all fees, charges, and expenses in connection with (i) the preparation, printing, reproduction, filing, distribution and mailing of the U.S. Memorandum and all other documents relating to the offering, purchase, sale and delivery of the Units, and any supplements or amendments thereto, including the fees and expenses of counsel to the Company and to the U.S. Placement Agent, and the cost of all copies thereof, (ii) the issuance, sale, transfer and delivery of the Units, the Shares, and the Warrants, including any transfer or other taxes payable thereon and the fees of any transfer agent, warrant agent or registrar, (iii) the registration or qualification of the Units or the securing of an exemption therefrom under state of foreign "blue sky" or securities laws, including, without limitation, filing fees payable in the jurisdictions in which such registration or qualification or exemption therefrom is sought, the costs of preparing preliminary, supplemental and final "blue sky surveys" relating to the offer and sale of the Units and the fees and disbursements of counsel to the Placement Agents in connection with such "blue sky" matters, and (iv) the filing fees, if any, payable to the applicable securities regulatory authorities.
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PLACEMENT EXPENSES. (i) Sappi will pay for or reimburse all ------------------ expenses incident to Sappi's performance of or compliance with this Section 4, including (A) in the case of any Net Proceeds Placement, any underwriting commissions and discounts or other placement fees payable in respect of such Net Proceeds Placement pursuant to the terms arranged by Sappi, (B) all registration and filing fees and expenses in connection with the Placement, (C) if applicable, all other fees and expenses of compliance with U.S. Federal securities and state "blue sky" or securities laws (including all reasonable fees and expenses of counsel to the Managers, if any, in connection with compliance with state "blue sky" or securities laws), (D) all expenses of printing (including printing certificates for the Sappi Shares included in any Placement and printing of prospectuses or offering memoranda), (E) all fees and disbursements of independent certified public accountants of Sappi (including the expenses of any special audit and comfort letters required by the Managers, if any, or incident to such performance) and (F) Sappi's internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit, rating agency fees and the fees and expenses of any person, including special experts, retained by Sappi. Sappi will also pay or reimburse (i) the reasonable out-of- pocket expenses of the Holders incurred after the Execution Date solely in connection with the Placement (including all reasonable fees and disbursements of not more than one joint counsel for all the Holders, who shall be Xxxxxx & Xxxxxxx or other counsel reasonably satisfactory to Sappi), and (ii) any transfer taxes that may be imposed in connection with a sale or transfer of any Sappi Shares which Sappi may elect, in its sole discretion, to include in the Purchase Consideration. (ii) Notwithstanding the foregoing, (A) any underwriting commissions and discounts or other placement fees payable in respect of any Gross Proceeds Placement shall be paid by the Holders from the proceeds of such Gross Proceeds Placement and Sappi shall have no responsibility for such underwriting commissions and discounts or other placement fees, (B) Sappi will not be responsible for any expenses of the Holders related to any due diligence examination of Sappi that the Holders may elect to conduct, except to the extent that such due diligence examination (I) is reaso...
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PLACEMENT EXPENSES 
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Related to PLACEMENT EXPENSES

  • Covered Expenses Supervisors must have received prior authorization from their Appointing Authority before incurring any expenses authorized by this Article.

  • Patent Expenses Unless agreed otherwise, the Party filing a Patent Application will pay all preparation and filing expenses, prosecution fees, issuance fees, post issuance fees, patent maintenance fees, annuities, interference expenses, and attorneys’ fees for that Patent Application and any resulting Patent(s). If a license to any CRADA Subject Invention is granted to Collaborator, then Collaborator will be responsible for all expenses and fees, past and future, in connection with the preparation, filing, prosecution, and maintenance of any Patent Applications and Patents claiming exclusively licensed CRADA Subject Inventions and will be responsible for a pro-rated share, divided equally among all licensees, of those expenses and fees for non-exclusively licensed CRADA Subject Inventions. Collaborator may waive its exclusive option rights at any time, and incur no subsequent financial obligation for those Patent Application(s) or Patent(s).

  • Closing Expenses Seller shall pay for the preparation of the Special Warranty Deed, such deed to substantially conform to the provisions of the deed attached hereto as Exhibit B and incorporated by this reference herein. Seller shall provide and pay for all other documents necessary to perform Seller's obligations under this Contract, its attorney’s fees and for the "Grantor’s Tax". Buyer shall pay for (a) recording the Deed and for preparation and recording of all instruments required to secure the balance of the Purchase Price unpaid at Closing, (b) all recordation and transfer taxes, other than the "Grantor's Tax," (c) its attorney’s fees, (d) all costs of a title examination, a title report, a title commitment and one or more title insurance policies, and (e) all other Closing costs, including without limitation, fees to the Settlement Agent.

  • Transportation Expenses The reasonable and necessary expenses of transportation required in the performance of Superintendent’s official duties shall be reimbursed at the rate set annually by the Board for District travel.

  • Shared Expenses Owner acknowledges that certain economies may be achieved with respect to certain expenses to be incurred by Manager on behalf of Owner hereunder if materials, supplies, insurance or services are purchased by Manager in quantity for use not only in connection with Owner's business at the Property but in connection with other properties owned or managed by Manager or its affiliates. Manager shall have the right to purchase such materials, supplies, insurance (subject to the terms of this Agreement) and/or services in its own name and charge Owner a pro rata allocable share of the cost of the foregoing; provided, however, that the pro rata cost of such purchase to Owner shall not result in expenses that are either inconsistent with the expenses of other "U-Haul branded" locations in the general vicinity of the applicable Property or greater than would otherwise be incurred at competitive prices and terms available in the area where the Property is located; and provided further, Manager shall give Owner access to records (at no cost to Owner) so Owner may review any such expenses incurred.

  • Reimbursable Expenses If the Compensation Table set forth in Attachment C of this Approved Service Order states that the City will reimburse the Consultant for expenses, then only the expenses identified in Subsection 10.5.3 of the Master Agreement are Reimbursable Expenses unless the following box is marked and additional reimbursable expenses are set forth: In addition to the expenses identified in Subsection 10.5.3 of the Master Agreement, the following expenses are Reimbursable Expenses: 3. Notwithstanding the foregoing, any additional reimbursable expense(s) set forth in the above table will be disregarded if the Compensation Table states that the City will not reimburse the Consultant for any expenses.

  • of-Pocket Expenses In addition to the above fee-schedule, Out-of-Pocket expenses will be charged as incurred. These charges would include but are not limited to: Securities pricing Custom electronic interfaces and/or programming beyond normal and customary system development associated with conversion. Local taxes, stamp duties or other assessments, including stock exchange fees, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees or other unusual expenses, which are unique to a country in which the Funds are investing.

  • Medical Expenses 1. Employees exposed to hazardous physical, biological, or chemical agents shall be provided, at no cost to the employee, with medical examinations or evaluations required by VOSHA regulations. If there are no specific VOSHA regulations or standards for the agent in question, recommendations of the National Institute of Occupational Safety and Health or other generally recognized expert organization shall be used, as determined by the Commissioner of Health. 2. Employees determined by the Health Department to be at substantial risk for exposure to contagious diseases shall be provided appropriate vaccines. Groups at risk will be defined by the Vermont Department of Health. If no guidelines have been published by the Department of Health, the guidelines published by the Center for Disease Control in Atlanta, Georgia will apply. Vaccines and/or appropriate medical examinations will be provided at no cost to the employee according to applicable guidelines. 3. Any Department wishing to implement a Medical Monitoring Program on or after July 1, 1990, shall do so by conferring with the Health Department, and the Department of Human Resources. Prior to implementation, the Department of Human Resources shall notify VSEA. The parties shall meet within ten (10) days (unless mutually extended) after a request for negotiations by either party and thereafter on a regular basis for a period not exceeding forty-five (45) calendar days, after which the State may implement the program, whether or not the parties have bargained to genuine impasse. The VSEA shall retain all statutory impasse procedure rights as may be lawfully available to VSEA during the life of this Agreement, provided, however, the State at any time may withdraw its proposed medical monitoring program or terminate without further bargaining a medical monitoring program previously implemented, in which case, such retained statutory impasse procedure rights are extinguished.

  • Collection Expenses The Borrower further agrees, subject only to any limitation imposed by applicable law, to pay all expenses, including reasonable attorneys’ fees, incurred by the holder of this Note in endeavoring to collect any amounts payable hereunder which are not paid when due.

  • Offering Expenses You authorize the Manager to charge your account with your Underwriting Percentage of all expenses agreed to be paid by the Underwriters in the Underwriting Agreement and all expenses of a general nature incurred by the Manager and Co-Managers under the applicable AAU in connection with the Offering, including the negotiation and preparation thereof, or in connection with the purchase, carrying, marketing, sale and distribution of any securities under the applicable AAU and any Intersyndicate Agreement, including, without limitation, legal fees and expenses, transfer taxes, costs associated with approval of the Offering by FINRA, and the costs of currency transactions (including forward and hedging currency transactions) or, if permitted pursuant to Section 3.1 hereof, any other forward or hedging transactions (including interest rate swaps) entered into to facilitate settlement of the purchase of Securities permitted hereunder.

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