PLACEMENT EXPENSES Clause Samples

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.

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 ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ 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...

PLACEMENT EXPENSES