Common use of Section Registration Expenses Clause in Contracts

Section Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Issuer shall be borne by the Issuer whether or not a Shelf Registration is filed or becomes effective, including, without limitation, all registration and filing fees (including, without limitation, fees with respect to filings required to be made with the NASD in connection with an underwritten offering and fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Units and determination of the eligibility of the Registrable Units for investment under the laws of such jurisdictions where the holders of Registrable Units are located)), printing expenses, including, without limitation, expenses of printing certificates for Registrable Units in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate number of the Registrable Units included in any Registration Statement, fees and disbursements of counsel for the Issuer and reasonable fees and disbursements of up to one special counsel chosen by holders of the majority of the Registrable Units (other than any local counsel) for the sellers of Registrable Units, fees and disbursements of all independent certified public accountants referred to in Section 4(n)(iii) (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), rating agency fees, fees and expenses of all other Persons retained by the Issuer, internal expenses of the Issuer (including, without limitation, all salaries and expenses of officers and employees of the Issuer performing legal or accounting duties), the expense of any (i) annual or special audit, the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, the fees and disbursements of underwriters, if any, customarily paid by issuers or sellers of securities (but not including any underwriting discounts or commissions or transfer taxes, if any, attributable to the sale of the Registrable Units which discounts, commissions or taxes shall be paid by Holders of such Registrable Units) and the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements and any other documents necessary in order to comply with this Agreement.

Section Registration Expenses. NYC:70964.12 (i) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuer shall be borne by the Issuer whether or not a Shelf Registration is filed or becomes effective, including, without limitation, all registration and filing fees (including, without limitation, fees with respect to filings required to be made with the NASD in connection with an underwritten offering and fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Units and determination of the eligibility of the Registrable Units for investment under the laws of such jurisdictions where the holders of Registrable Units are located)), printing expenses, including, without limitation, expenses of printing certificates for Registrable Units in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate number of the Registrable Units included in any Registration Statement, fees and disbursements of counsel for the Issuer and reasonable fees and disbursements of up to one special counsel chosen by holders of the majority of the Registrable Units (other than any local counsel) for the sellers of Registrable Units, fees and disbursements of all independent certified public accountants referred to in Section 4(n)(iii) (including, without limitation, the expenses of any special audit and “"cold comfort” " letters required by or incident to such performance), rating agency fees, fees and expenses of all other Persons retained by the Issuer, internal expenses of the Issuer (including, without limitation, all salaries and expenses of officers and employees of the Issuer performing legal or accounting duties), the expense of any (iii) annual or special audit, the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, the fees and disbursements of underwriters, if any, customarily paid by issuers or sellers of securities (but not including any underwriting discounts or commissions or transfer taxes, if any, attributable to the sale of the Registrable Units which discounts, commissions or taxes shall be paid by Holders of such Registrable Units) and the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements and any other documents necessary in order to comply with this Agreement.

Section Registration Expenses. All fees and expenses incident to the Company's performance of of, or compliance with with, its obligations under this Agreement by the Issuer shall be borne by the Issuer whether or not a Shelf Registration is filed or becomes effective, including, without limitation, all registration and filing fees (includingfees, without limitation, fees with respect to filings required to be made with the NASD in connection with an underwritten offering and all fees and expenses of compliance with state securities or Blue Sky and "blue sky" laws (including, without limitation, reasonable the fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Units and determination of the eligibility of the Registrable Units for investment under the laws of such jurisdictions where the holders of Registrable Units are located)), printing expenses, including, without limitation, expenses of printing certificates for Registrable Units in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate number of the Registrable Units included in any Registration Statement, fees and disbursements of counsel for the Issuer underwriters or placement or sales agents in connection therewith), all printing and reasonable copying expenses, all messenger and delivery expenses, all fees and disbursements expenses of up to one special counsel chosen by holders underwriters and sales and placement agents in connection therewith, all fees and expenses of the majority of the Registrable Units (other than any local counsel) for the sellers of Registrable Units, fees and disbursements of all Company's independent certified public accountants referred to in Section 4(n)(iii) and counsel (including, without limitation, with respect to "comfort" letters and opinions) (collectively, the expenses of any special audit "Registration Expenses") shall be borne by the Company; provided, however, that all incremental costs resulting from applicable federal and “cold comfort” letters required by or incident to such performance), rating agency blue sky registration and filing fees, National Association of Securities Dealers filing fees, and underwriting discounts and commissions allocable to each Stockholder selling Registrable Securities shall be borne by such Stockholder. The Company shall be responsible for the fees and expenses of all other Persons one legal counsel retained by the Issuerholders of a majority of the Registrable Securities included in such registration. Notwithstanding the foregoing, the Company shall not be responsible for the fees and expenses of any additional counsel, or any of the accountants, agents or experts retained by the Stockholders in connection with the sale of Registrable Securities. The Company will pay its internal expenses of the Issuer (including, without limitation, all salaries and expenses of its officers and employees of the Issuer performing legal or accounting duties), the expense of any any annual audit and the expense of any liability insurance) (icollectively, "Internal Expenses") annual or special audit, and the expenses and fees and expenses incurred in connection with the for listing of the securities to be registered on any each securities exchange, exchange and included in each established over-the-counter market on which similar securities issued by the fees and disbursements of underwriters, if any, customarily paid by issuers Company are then listed or sellers of securities (but not including any underwriting discounts traded or commissions or transfer taxes, if any, attributable to the sale of the Registrable Units which discounts, commissions or taxes shall be paid by Holders of such Registrable Units) and the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements and any other documents necessary in order to comply with this Agreementfor listing on Nasdaq.

Section Registration Expenses. (i) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuer shall be borne by the Issuer whether or not a Shelf Registration is filed or becomes effective, including, without limitation, all registration and filing fees (including, without limitation, fees with respect to filings required to be made with the NASD in connection with an underwritten offering and fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Units and determination of the eligibility of the Registrable Units for investment under the laws of such jurisdictions where the holders of Registrable Units are located)), printing expenses, including, without limitation, expenses of printing certificates for Registrable Units in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate number of the Registrable Units included in any Registration Statement, fees and disbursements of counsel for the Issuer and reasonable fees and disbursements of up to one special counsel chosen by holders of the majority of the Registrable Units (other than any local counsel) for the sellers of Registrable Units, fees and disbursements of all independent certified public accountants referred to in Section 4(n)(iii) (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), rating agency fees, fees and expenses of all other Persons retained by the Issuer, internal expenses of the Issuer (including, without limitation, all salaries and expenses of officers and employees of the Issuer performing legal or accounting duties), the expense of any (iii) annual or special audit, the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, the fees and disbursements of underwriters, if any, customarily paid by issuers or sellers of securities (but not including any underwriting discounts or commissions or transfer taxes, if any, attributable to the sale of the Registrable Units which discounts, commissions or taxes shall be paid by Holders of such Registrable Units) and the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements and any other documents necessary in order to comply with this Agreement.

Section Registration Expenses. (a) All fees and expenses incident to the Company's performance of or compliance with this Agreement by the Issuer shall will be borne by the Issuer Company, regardless of whether or not a Shelf Registration is filed or Statement becomes effective, including, including without limitation, : (i) all registration and filing fees and expenses; (including, without limitation, fees with respect to filings required to be made with the NASD in connection with an underwritten offering and ii) all fees and expenses of compliance with federal securities and state securities or Blue Sky laws or securities laws; (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Units and determination of the eligibility of the Registrable Units for investment under the laws of such jurisdictions where the holders of Registrable Units are located)), printing expenses, including, without limitation, iii) all expenses of printing (including printing certificates for Registrable Units the Series B Notes to be issued in a form eligible for deposit with The Depository Trust Company the Exchange Offer and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwritersProspectuses, if any, or by the Holders of a majority in aggregate number of the Registrable Units included in any Registration Statement, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Issuer Company and reasonable the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Series B Notes on a national securities exchange or automated quotation system pursuant to the requirements hereof; and (vi) all fees and disbursements of up to one special counsel chosen by holders of the majority of the Registrable Units (other than any local counsel) for the sellers of Registrable Units, fees and disbursements of all independent certified public accountants referred to in Section 4(n)(iii) of the Company (including, without limitation, including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance). The Company will, rating agency feesin any event, fees and expenses of all other Persons retained by the Issuer, bear its internal expenses of the Issuer (including, without limitation, all salaries and expenses of its officers and employees of the Issuer performing legal or accounting duties), the expense expenses of any (i) any annual or special audit, audit and the fees and expenses incurred in of any Person, including special experts, retained by the Company. (b) In connection with the listing of the securities to be registered on any securities exchangeRegistration Statement required by this Agreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf Registration Statement), the Company will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities who are tendering Series A Notes into in the Exchange Offer and/or selling or reselling Series A Notes or Series B Notes pursuant to the "Plan of Distribution" contained in the Exchange Offer Registration Statement or the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of underwritersnot more than one counsel, if anywho shall be Xxxxxx & Xxxxxxx, customarily paid unless another firm shall be chosen by issuers or sellers the Holders of securities (but not including any underwriting discounts or commissions or transfer taxes, if any, attributable to the sale a majority in principal amount of the Registrable Units which discounts, commissions or taxes shall be paid by Holders of Transfer Restricted Securities for whose benefit such Registrable Units) and the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements and any other documents necessary in order to comply with this AgreementStatement is being prepared.