COMMISSIONS AND EXPENSES Clause Samples

COMMISSIONS AND EXPENSES. (1) The Issuer agrees to pay to the Managers on the Closing Date total commissions of % of the principal amount of the Notes in consideration of the obligations of the Managers to purchase the Notes. Such payment shall be made by means of deduction by the Managers from the Issue Price. (2) In addition to the commissions payable pursuant to § 12(1) above, the Issuer agrees to bear (except as may be separately agreed with the Managers) (a) all costs and expenses (including value added tax thereon, if any) in connection with (i) the preparation, printing, distribution and publication (where required) of the Disclosure Documents, (ii) the preparation and printing of the Agreements and all other documents relating to the issue, subscription and offering of the Notes, (iii) the printing and delivery of the Global Certificates, (iv) the obtaining and maintaining of the listing of the Notes on the Stock Exchange, (v) the services of the U.S. and German counsel to the Managers and of its own counsel and its auditors in connection with the issue and subscription of the Notes, and (vi) all advertising in relation to the issue and offering of the Notes on which the Issuer and the Lead Manager(s) may agree, and (b) the fees and expenses (including value added tax thereon) of the Registrar and the Paying Agent in connection with the preparation and signing of the Agreements, the issue of the Notes and the performance of their respective duties under the Supplemental Agency Agreement.

COMMISSIONS AND EXPENSES. 19.1 The relevant Issuer (failing which the Guarantor) agrees to pay to the Principal Paying Agent such fees and commissions as the relevant Issuer, the Guarantor and the Principal Paying Agent shall separately agree in respect of the services of the Agents under this Agreement together with any reasonable out of pocket expenses (including reasonable legal, printing, postage, fax, cable and advertising expenses) properly incurred by the Agents in connection with their services. 19.2 The Principal Paying Agent will make payment of the fees and commissions due under this Agreement to the other Agents and will reimburse their expenses promptly after the receipt of the relevant moneys from the relevant Issuer or the Guarantor (as the case may be). Neither the Issuers, the Guarantor nor the Trustee shall be responsible for any payment or reimbursement by the Principal Paying Agent to the other Agents.

COMMISSIONS AND EXPENSES. (1) The Issuers severally agree to pay to the Agent such fees and commissions as the Issuers and the Agent may separately agree in respect of the services of the Agent and the Paying Agents hereunder together with any out-of-pocket expenses (including legal, printing, postage, tax, cable and advertising expenses required in connection with the Notes issued hereunder) properly incurred by the Agent and the Paying Agents in connection with their said services. (2) The Agent shall make payment of the fees and commissions due hereunder to the Paying Agents and shall reimburse their expenses promptly after the receipt of the relevant moneys from the Issuers. None of the Issuers shall be responsible for any such payment or reimbursement by the Agent to the Paying Agents.

COMMISSIONS AND EXPENSES. 20.1 The Issuer agrees to pay to the Principal Paying Agent such fees and commissions as the Issuer and the Principal Paying Agent shall separately agree in respect of the services of the Agents under this Agreement together with any out of pocket expenses (including legal, printing, postage, fax, cable and advertising expenses) incurred by the Agents in connection with their services. 20.2 The Principal Paying Agent will make payment of the fees and commissions due under this Agreement to the other Agents and will reimburse their expenses promptly after the receipt of the relevant moneys from the Issuer. The Issuer shall not be responsible for any payment or reimbursement by the Principal Paying Agent to the other Agents.

COMMISSIONS AND EXPENSES. 16.1 The Issuer or, failing the Issuer, the Guarantor shall pay to the Principal Paying Agent such fees and commissions in respect of the services of the Paying Agents under this Agreement as shall be agreed between the Issuer, the Guarantor and the Principal Paying Agent. The Issuer and the Guarantor shall not be concerned with the apportionment of such fees and commissions among the Paying Agents. 16.2 The Issuer (and failing the Issuer, the Guarantor) shall pay to the Principal Paying Agent an amount equal to any value added tax which may be payable in respect of the fees and commissions together with all reasonable and fully documented expenses incurred by the Paying Agents in connection with their services under this Agreement. 16.3 The Principal Paying Agent shall arrange for the payment of the fees and commissions due to the other Paying Agents and arrange for the reimbursement of their expenses promptly after the receipt of the relevant moneys from the Issuer or the Guarantor (as the case may be). Neither the Issuer nor the Guarantor shall be responsible for any payment or reimbursement by the Principal Paying Agent to the other Paying Agents. 16.4 At the request of the Principal Paying Agent, the parties to this Agreement may from time to time during the continuance of this Agreement review the commissions agreed initially pursuant to subclause 16.1 with a view to determining whether the parties can mutually agree upon any changes to the commissions.

COMMISSIONS AND EXPENSES. ‌ 15.1 The relevant Issuer agrees to pay to each of the Agents such fees and commissions as the relevant Issuer(s) and the Agents shall separately agree in respect of the services of the Agents under this Agreement together with any out of pocket expenses (including legal, printing, postage, fax, cable and advertising expenses) properly incurred by the Agents in connection with their services. 15.2 In the cases in which the Issue and Paying Agent, or, the Portuguese Paying Agent, as the case may be, at the request of the relevant Issuer (and for the avoidance of doubt the Issue and Paying Agent or the Portuguese Paying Agent, as the case may be, will be under no obligation to do so once requested by the relevant Issuer and shall use its full discretion to decide if it will perform such task), indicates one or more Agents to be appointed by the relevant Issuer to perform services under any issue of Notes, the Issue and Paying Agent or the Portuguese Paying Agent, as the case may be, will, on behalf of, and at the expense of the relevant Issuer, make the payments of fees and commissions to such Agent(s) and will reimburse their expenses promptly after the receipt of the relevant moneys from the relevant Issuer, subject to prior separate agreement between the relevant Issuer and the Issue and Paying Agent or the Portuguese Paying Agent, as the case may be, on the terms and conditions under which such payments are to be made. For the avoidance of doubt, the Issue and Paying Agent or the Portuguese Paying Agent, as the case may be, shall have no contractual relationship with or obligations towards the Agent(s) appointed by the relevant Issuer. 15.3 No Agent shall have any obligation to act if it believes it will incur costs for which it will not be reimbursed. 15.4 All payments by the Issuers under this clause 15 will be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by any government having power to tax, unless such withholding or deduction is required by law. In that event, the relevant Issuer will pay such additional amounts as will result in receipt by the relevant Agent of such amounts as would have been received by it if no such withholding had been required.

COMMISSIONS AND EXPENSES. 15.1 Each Issuer agrees to pay to the Agent such fees and commissions as each Issuer and the Agent shall separately agree in respect of the services of the Paying Agents under this Agreement together with any out of pocket expenses (including legal, printing, postage, fax, cable and advertising expenses) incurred by the Paying Agents in connection with their services. These expenses shall include any costs or charges incurred by the Agent in carrying out instructions to clear and/or settle transfers of securities under this Agreement (including cash penalty charges that may be incurred under Article 7 of the Central Securities Depositaries Regulation (EU) No 909/2014 if a settlement fail occurs due to the Issuer's failure to deliver any required securities or cash or other action or omission). 15.2 The Agent will make payment of the fees and commissions due under this Agreement to the other Paying Agents and will reimburse their expenses promptly after the receipt of the relevant moneys from each Issuer. The Issuers shall not be responsible for any payment or reimbursement by the Agent to the other Paying Agents.

COMMISSIONS AND EXPENSES. 16.1 The Issuer agrees to pay to the Agent such fees and commissions, if any, as the Issuer and the Agent shall separately agree in respect of the services of the Agents initially appointed under this Agreement together with any out of pocket expenses (including legal, printing, postage, fax, cable and advertising expenses) reasonably incurred and properly documented by such Agents in connection with their services.

COMMISSIONS AND EXPENSES. 20.1 The Issuer (failing which the Group Guarantor and, following service of a Notice to Pay on the LLP, the LLP) agree(s) to pay to the Principal Paying Agent such fees and commissions (plus an amount in respect of VAT or similar tax chargeable in respect of the services to which such fees and commission relate upon receipt of a valid tax invoice) as the Issuer, the Guarantors and the Principal Paying Agent shall separately agree in respect of the services of the Agents (other than the N Covered Bond Paying Agent, N Covered Bond Registrar and the N Covered Bond Transfer Agent) under this Agreement together with any reasonable out of pocket expenses (including legal, printing, postage, fax, cable and advertising expenses) incurred by the Agents in connection with their services under this Agreement. 20.2 The Issuer (failing which the Group Guarantor and, following the occurrence of an Issuer Event of Default and service of a Notice to Pay on the LLP, the LLP) agree(s) to pay to the N Covered Bond Registrar, the N Covered Bond Paying Agent and the N Covered Bond Transfer Agent such fees and commissions as the Issuer, the LLP and the N Covered Bond Registrar, the N Covered Bond Paying Agent and the N Covered Bond Transfer Agent shall separately agree in respect of the services of the N Covered Bond Paying Agent, the N Covered Bond Registrar and the N Covered Bond Transfer Agent under this Agreement together with any reasonable out of pocket expenses incurred by the N Covered Bond Registrar, the N Covered Bond Paying Agent and the N Covered Bond Transfer Agent in connection with their services under this Agreement. 20.3 The Principal Paying Agent will make payment of the fees and commissions due under this Agreement to the other Agents (other than the N Covered Bond Paying Agent and N Covered Bond Registrar) (plus an amount in respect of United Kingdom value added tax or similar tax chargeable in respect of the services to which such fees and commission relate upon receipt of a valid tax invoice) and will reimburse their expenses promptly after the receipt of the relevant moneys from the Issuer or the relevant Guarantor (as the case may be). Neither the Issuer, the Guarantors nor the Bond Trustee shall be responsible for any payment or reimbursement by the Principal Paying Agent to the other Agents.