Expenses; Fees. (a) Each of the Manager and the Issuer jointly and severally agrees to pay all reasonable and documented costs and expenses incident to the purchase and resale of the Notes by the Initial Purchaser and the transactions contemplated by this Agreement and the Series 2011-1 Transaction Documents, whether or not the transactions contemplated herein or therein are consummated or this Agreement is terminated pursuant to Section 12, including all reasonable and documented costs and expenses incident to (i) the preparation, printing, word processing, distribution or other production of documents with respect to such transactions, including any costs in respect of the Series 2011-1 Transaction Documents, the Preliminary Offering Memorandum and the Offering Memorandum and any amendment thereof or supplement thereto, and any “Blue Sky” memorandum, (ii) all arrangements relating to the delivery to the Initial Purchaser of copies of the foregoing documents, (iii) the reasonable and documented fees and disbursements of counsel, accountants and other consultants, experts and advisors retained by the Initial Purchaser or any of its Affiliates (including, but not limited to the fees, costs and expenses described under Section 7(b) herein) (provided that the fees of counsel to the Initial Purchaser shall not exceed $200,000), (iv) preparation, issuance, transfer and delivery of the Notes, (v) the Indenture Trustee’s reasonable and documented fees and expenses, including reasonable and documented expenses of counsel retained by the Indenture Trustee, (vi) the qualification of the Notes under state securities and “Blue Sky” laws (including filing fees and fees) to the extent such qualification is required by this Agreement, (vi) reasonable and documented expenses of the Initial Purchaser in connection with any meetings with prospective investors in the Notes, (vii) all reasonable and documented expenses and fees incurred in connection with causing the Notes to be eligible for clearance and settlement through The Depository Trust Company, and (viii) fees charged by S&P for the rating of the Notes. The Issuer acknowledges that the Initial Purchaser is not responsible for any of the fees, costs and expenses contemplated by this subsection.
Expenses; Fees. The Borrower agrees to pay and reimburse the Agent and/or the Banks for all out-of-pocket costs and expenses incurred in connection with the negotiation, preparation, execution, delivery, operation, enforcement and administration of this Amendment, including the reasonable fees and expenses of counsel to the Agent and the Banks.
Expenses; Fees. Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense; provided that all such costs and expenses incurred by a Codina Entity shall be paid by the Contributors.
Expenses; Fees. Except as otherwise set forth in the Agreement, the Parties shall pay all of their own expenses relating to the transactions contemplated by this Agreement.
Expenses; Fees. Simultaneously with payment for and delivery of the --------------- Shares and Warrants, at the Closing and the Option Closing Date, as the case may be, the Company shall: (i) pay to the Placement Agent a cash fee equal to ten (10%) percent of the aggregate purchase price of the Shares and Warrants as and when delivered by the Escrow Agent to the Purchasers (the "CASH FEE"); (ii) -------- reimburse the Placement Agent for its actual out-of-pocket expenses incurred in connection with the Offering, including, without limitation, the reasonable fees and expenses of its legal counsel, not to exceed legal fees of $20,000; (iii) pay all expenses in connection with the qualification of the Transaction Securities under the blue sky laws of the states which the Placement Agent shall designate, including filing fees and disbursements in connection with such blue sky matters; (iv) pay certain fees to the Escrow Agent for acting as escrow agent; and (v) issue to the Placement Agent five year non-cashless exercised provisioned warrants (the "AGENT WARRANTS") to purchase such number of shares of -------------- Common Stock (the "AGENT SHARES") as shall equal ten (10%) percent of the ------------- aggregate number of (a) Shares sold in the Offering, and (b) Warrant Shares issuable upon exercise of the Warrants as of the Closing, at a per share exercise price equal to $2.50. The Company also agrees to pay the Placement Agent a Cash Fee upon its receipt of proceeds, if any, upon the exercise of the Series A Warrants and Series B Warrants by Purchasers.
Expenses; Fees. Unless otherwise set forth in the Buy-Sell Notice, all miscellaneous title charges, escrow fees, recording fees and transfer taxes shall be paid by the party who is customarily responsible for such charges and the parties shall prorate items of income and expense, in accordance with local custom and practice.
Expenses; Fees. Borrower shall have paid:
Expenses; Fees. Except as otherwise provided herein, each of the parties hereto shall pay its own expenses in connection with this Agreement and the transactions contemplated hereby, including, without limitation, any legal and accounting fees, whether or not the transactions contemplated hereby are consummated.
Expenses; Fees. Simultaneously with payment for and delivery of the Shares and Warrants, at each Closing, the Company shall: (i) pay to the Placement Agent a cash fee equal to ten (10%) percent of the aggregate purchase price of the Shares and Warrants sold (the "CASH FEE"); (ii) reimburse the Placement Agent for its actual out-of-pocket expenses incurred in connection with the Offering, including, without limitation, the reasonable fees and expenses of its legal counsel, not to exceed legal fees of $20,000; (iii) pay all expenses in connection with the qualification of the Securities under the blue sky laws of the states which the Placement Agent shall designate, including filing fees and disbursements in connection with such blue sky matters; (iv) pay certain fees to the Escrow Agent for acting as escrow agent; and (v) issue to the Placement Agent five (5) year warrants (the "AGENT WARRANTS") to purchase such number of shares of Common Stock (the "AGENT SHARES") as shall equal ten (10%) percent of the aggregate number of (a) Shares sold in the Offering , and (b) Warrant Shares issuable upon exercise of the Warrants as of the Closing, at a per share exercise price equal to the Per Share Purchase Price.
Expenses; Fees. 16 Section 13.2
