Issuer Costs means all expenses, other than Selling Commissions and the Marketing Contribution, incurred by, and to be paid from, the assets of the Company in connection with and in preparing the Company for registration and offering its Shares to the public, including, but not limited to, expenses for printing, engraving and mailing, salaries of the employees of the Company, or the Sponsor and its Affiliates, while engaged in sales activity, charges of transfer agents, registrars, trustees, escrow holders, depositaries and experts, expenses of qualifying the sale of the Shares under federal and state laws, including taxes and fees and accountants’ and attorneys’ fees and expenses.
Issuer Costs means all expenses, other than Selling Commissions, the Dealer Manager Fee and the Distribution and Shareholder Servicing Fee, incurred by, and to be paid from, the assets of the Company in connection with and in preparing the Company for registration and offering its Shares to the public, including, but not limited to, reimbursing the Dealer Manager and participating soliciting dealers for bona fide out-of-pocket, itemized and detailed due diligence expenses incurred by these entities, expenses for printing, engraving and mailing, salaries, bonuses, benefits and severance payments of the employees of the Company, or the Sponsor and its Affiliates, while engaged in sales activity, charges of transfer agents, registrars, trustees, escrow holders, depositaries and experts, expenses of qualifying the sale of the Shares under federal and state laws, including taxes and fees and accountants’ and attorneys’ fees and expenses.
Issuer Costs means all expenses, other than underwriting compensation, incurred by or on behalf of the Company, and to be paid from the assets of the Company, in connection with and in preparing the Company for registration (with respect to any Public Offering) or qualification for an exemption from registration (with respect to the Private Placement) and offering its Shares to investors, including, but not limited to, reimbursing the Dealer Manager and participating soliciting dealers for bona fide out-of-pocket, itemized and detailed due diligence expenses incurred by these entities, expenses for printing, engraving and mailing, charges of transfer agents, registrars, trustees, escrow holders, depositaries and experts, reasonable expenses relating to attending educational meetings and conferences (with respect to the Advisor, however, solely the reasonable expenses of attending such meetings and conferences incurred by the Chief Executive Officer of the Advisor), expenses of qualifying the sale of the Shares under federal and state laws, including taxes and fees and accountants’ and attorneys’ fees and expenses.
Examples of Issuer Costs in a sentence
Issuer Costs The Company reimburses the Advisor and its affiliates for any issuer costs related to the Offering that it pays on the Company’s behalf.
Any Issuer Costs not reimbursed because the Company is unable to pay all Issuer Costs will be deferred and paid by the Company in future periods.
The Advisor and the Sub-Advisor shall each be responsible for their respective fees and expenses in connection with the preparation of this Amended Agreement, which shall be subject to reimbursement as Issuer Costs pursuant to Section 9 of the Amended Advisory Agreement.
When the Advisor is entitled to reimbursement of expenses other than Issuer Costs pursuant to Sections 9 and 11 of the Amended Advisory Agreement, it shall reimburse the Sub-Advisor, or direct the Company to pay the Sub-Advisor directly for expenses other than Issuer Costs incurred by the Sub-Advisor.
Notwithstanding the foregoing, the fees and expenses set forth in Section 4(f)(i)-(viii), collectively referred to herein as “Issuer Costs,” the amount of Issuer Costs paid by the Company shall not exceed two percent (2.0%) of the gross proceeds of the Offering.
More Definitions of Issuer Costs
Issuer Costs has the meaning specified in Section 8(a).
Issuer Costs has the meaning given to it in Clause 10.1.2 (Ongoing Facility Fee) of the Issuer/Borrower Facility Agreement;
Issuer Costs means all actual and documented ongoing costs and expenses of the Issuer, including, without limitation, all the costs and expenses incurred by the Issuer in complying with Applicable Israeli Law and under the Bond Deed of Trust for the Bonds issued pursuant to the Shelf Offering Report, provided that (a) the Issuer Costs shall not include income tax or similar Taxes imposed on the Issuer by Applicable Israeli Law or any required withholding under Section 5.5, and (b) the Issuer Costs shall include Israeli VAT.
Issuer Costs means an amount equal to the sum of the amounts payable by the Issuer pursuant to the Issuer Pre-Enforcement Priority of Payments (other than the items 10 and 12 thereof and any primary liability to corporation tax of the Issuer) or, as the case may be, the Issuer Post-Enforcement Pre-Acceleration Priority of Payments (other than paragraph 15.1.10 thereof and any primary liability to corporation tax of the Issuer) or the Issuer Post-Enforcement Post-Acceleration Priority of Payments (other than the paragraphs 15.2.9 and 15.2.10 thereof and any primary liability to corporation tax of the Issuer), in each case incurred by the Issuer after the Closing Date and only to the extent not otherwise funded under the terms of this agreement.
Issuer Costs means all expenses, other than Selling Commissions, the Dealer Manager Fee and the Distribution and Stockholder Servicing Fee, incurred by or on behalf of the Company, and to be paid from the assets of the Company, in connection with and in preparing the Company for registration (with respect to any Public Offering) or qualification for an exemption from registration (with respect to the Private Placement) and offering its Shares to investors, including, but not limited to, reimbursing the Dealer Manager and participating soliciting dealers for bona fide out-of-pocket, itemized and detailed due diligence expenses incurred by these entities, expenses for printing, engraving and mailing, charges of transfer agents, registrars, trustees, escrow holders, depositaries and experts, expenses of qualifying the sale of the Shares under federal and state laws, including taxes and fees and accountants’ and attorneys’ fees and expenses.
Issuer Costs means, with respect to each Payment Date, the actual amount of all fees, costs and expenses, including, without limitation, fees, costs and expenses of the Trustee (including, without limitation, external costs of foreclosure on the Collateral pursuant to Clause 5), Experts, Value Experts, third parties retained pursuant to Clause 18 and the Advisors, the Administrator, auditors and directors of the Issuer, the Principal Paying Agent, the Luxembourg Listing Agent and Luxembourg Intermediary, the Luxembourg Stock Exchange, the Account Bank, the Rating Agencies for monitoring of the rating of the Notes, the Issuer's agent for service of process, as well as all stamp duties, registration, value added, turnover and similar taxes which are imposed on the Issuer or payable by the Issuer in connection with the Transaction, including under the Transaction Documents, amounts payable by the Issuer pursuant to Clause 22, all costs and expenses of the Issuer in connection with its statutory obligations and costs and expenses reasonably incurred in obtaining legal
Issuer Costs means, with respect to each Payment Date, the actual amount of all fees, costs and expenses, including, without limitation, fees, costs and expenses of the Trustee (including, without limitation, external costs of foreclosure on the Collateral pursuant to Clause 5), Experts, Value Experts, third parties retained pursuant to Clause 18 and the Advisors, the Administrator, auditors and directors of the Issuer, the Principal Paying Agent, the Luxembourg Listing Agent and Luxembourg Intermediary, the Luxembourg Stock Exchange, the Account Bank, the Rating Agencies for maintenance of the rating of the Notes, the Issuer's agent for service of process, as well as all stamp duties, registration, value added, turnover and similar taxes which are imposed on the Issuer or payable by the Issuer in connection with the Transaction, including under the Transaction Documents, amounts payable by the Issuer pursuant to Clause 22, all costs and expenses of the Issuer in connection with its statutory obligations and costs and expenses reasonably incurred in obtaining legal advice and of the Issuer's advisors, in each case incurred and advances reasonably requested by the Issuer in respect thereof during the Cost Calculation Period immediately preceding such date, and all amounts of any such costs, expenses or advances previously incurred, requested or declared by the Issuer but not yet paid and any costs and expenses incurred in liquidating the Issuer in excess of the Issuer's own assets. For the avoidance of doubt, the Issuer Costs shall not include any amounts payable by the Issuer otherwise than in the ordinary course of business, in connection with the performance of the Transaction or in accordance with the Transaction Documents. The Issuer Costs shall, in particular, not include any amounts payable under the Notes or payable by the Issuer as a result of its non-compliance with any of the Transaction Documents, the Memorandum and Articles of Association of the Issuer or applicable law, and/or any amounts payable under Clause 7(2) of the Subscription Agreement, and/or on account of taxes, except, in each case, as expressly specified above. (2) The Issuer shall notify, to the extent known, the amount of the Issuer Costs payable on each Payment Date, specify the components of such amount in reasonable detail and provide copies of therelevant invoices to each of the Bank and KfW not later than the 5th Business Day prior to such Payment Date.(3) Without prejudice to the provis...