Expenses and Fees Clause Samples

Expenses and Fees. Except as expressly provided otherwise herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such expenses.

Expenses and Fees. 31 SECTION 7.7 Agreement to Cooperate...............................31

Expenses and Fees. (a) All reasonable expenses, other than sales or brokerage commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, FINRA filing fees (if any) and fees and disbursements of counsel for the Company, if any, shall be paid by the Company. (b) The Company shall pay the fees and expenses of the Legal Counsel in connection with the review and overseeing the Registration Statement and all New Registration Statements on Investors’ behalf, subject to a maximum fee of $20,000 per Registration Statement and any New Registration Statement.

Expenses and Fees. The Company will reimburse Executive for reasonable out-of-pocket expenses incurred by Executive as a result of his cooperation with the obligations described in Section 8.1, within thirty (30) days of the presentation of appropriate documentation thereof, in accordance with the Company’s standard reimbursement policies and procedures. After termination of Executive’s employment, the Company will also pay Executive a reasonable fee in the amount of $200 per hour for the time Executive devotes to matters as requested by the Company under Section 8.1 (the “Fees”). The Company will not deduct or withhold any amount from the Fees for taxes, social security, or other payroll deductions, but will instead issue an IRS Form 1099 with respect to the Fees. Executive acknowledges that in cooperating in the manner described in Section 8.1, he will be serving as an independent contractor, not a Company employee, and he will be entirely responsible for the payment of all income taxes and any other taxes due and owing as a result of the payment of Fees. Executive hereby indemnifies the Company and its officers, directors, agents, attorneys, employees, shareholders, subsidiaries, and affiliates and holds them harmless from any liability for any taxes, penalties, and interest that may be assessed by any taxing authority with respect to the Fees, with the exception of the employer’s share of employment taxes subsequently determined to be applicable, if any.

Expenses and Fees. The Company will reimburse the Executive for reasonable out-of-pocket expenses incurred by the Executive as a result of his cooperation with the obligations described in this Section 6.7, within thirty (30) days of the presentation of appropriate documentation thereof, in accordance with the Company’s standard reimbursement policies and procedures. Except as provided in the preceding sentence, the Executive will not be entitled to any compensation for activities performed pursuant to this Section 6.7 during the period for which the Executive has been provided Base Salary as a severance benefit. Thereafter, the Company will pay the Executive a compensation for activities performed pursuant to this Section 6.7 based on an hourly rate of 160th of the Executive’s monthly Base Salary immediately preceding the termination of employment (the “Fees”). In performing obligations under this Section 6.7 following termination of this Agreement, the Executive agrees and acknowledges that he will be serving as an independent contractor, not as a Company employee, and he will be entirely responsible for the payment of all income taxes and any other taxes due and owing as a result of the payment of Fees, will not be eligible to participate in any Company benefit plans while performing such services.

Expenses and Fees. (a) The Company will pay all costs and expenses incident to the performance of the obligations of the Company under this Agreement, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated pursuant to Section 10 hereof, including, without limitation, all costs and expenses incident to (i) the printing of and mailing expenses associated with the Registration Statement, any Preliminary Prospectus, any Permitted Free-Writing Prospectus and the Prospectus and any amendments or supplements thereto, this Agreement, the Agreement among Underwriters, the Underwriters’ Questionnaire submitted to each of the Underwriters by the Representatives in connection herewith, the power of attorney executed by each of the Underwriters in favor of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC in connection herewith, the Selected Dealer Agreement and related documents (collectively, the “Underwriting Documents”) and the preliminary Blue Sky memorandum relating to the offering prepared by ▇▇▇▇▇▇▇ Spidi & ▇▇▇▇▇, PC, counsel to the Underwriters (collectively with any supplement thereto, the “Preliminary Blue Sky Memorandum”); (ii) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the Act and all other expenses in connection with the preparation and, if applicable, filing of the Registration Statement (including all amendments thereto), any Preliminary Prospectus, the Prospectus and any amendments and supplements thereto, the Underwriting Documents and the Preliminary Blue Sky Memorandum; (iii) the delivery of copies of the foregoing documents to the Underwriters; (iv) the filing fees of the Commission, Financial Industry Regulatory Authority, and the New York Stock Exchange relating to the Shares; (v) the preparation, issuance and delivery to the Underwriters of any certificates evidencing the Shares, including transfer agent’s and registrar’s fees; (vi) the qualification of the Shares for offering and sale under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters (and local counsel therefor) relating thereto; (vii) any listing of the Shares on the New York Stock Exchange; (viii) any expenses for travel, lodging and meals incurred by the Company and any of its officers, directors and employees in connection with any meetings with prospective investors in the Shares; and (ix) all other costs and expenses reason...

Expenses and Fees. Whether or not the transactions contemplated by this Agreement are consummated, each of the Parties hereto shall pay the fees and expenses of its counsel, accountants and other experts incident to the negotiation and preparation of this Agreement and consummation of the transactions contemplated hereby. Buyers shall be responsible for the cost of all fees for the recording of transfer documents and any sales, transfer, stamp or other excise taxes resulting from the transfer of the Producing Properties to Buyers. All other costs shall be borne by the Party incurring such costs.

Expenses and Fees. (a) Except as otherwise provided in this Section 12.4, all costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense. (b) With respect to litigation in connection with Section 7.2(c)(iii), all expenses incurred by Parent and WEUS in connection with such litigation will be shared equally between Parent and WEUS. (c) Parent agrees that if this Agreement is terminated by (i) either Parent or the Company pursuant to Section 9.1(b)(i) or Section 9.1(b)(iii) and prior to the termination hereof a bonafide Takeover Proposal has been made by any Person or any Person publicly announces its intent to make a Takeover Proposal, and in the case of a determination pursuant to Section 9.1(b)(i) such Takeover Proposal has not been withdrawn or such public announcement of intent to make a Takeover Proposal has not been withdrawn or revoked and in the case of a determination pursuant to Section 9.1(b)(iii) such Takeover Proposal has not been withdrawn or such public announcement of intent to make a Takeover Proposal has not been withdrawn or revoked at least 10 Business Days prior to the closing of the polls at the Parent Stockholders' Meeting, unless, in the case of a termination by Parent, the failure to consummate the Merger is the result of a material breach of any covenant or agreement by WEUS or the Company under this Agreement, or, unless in the case of a termination by the Company or Parent, the failure to consummate the Merger is the result of the failure of the conditions in Section 8.1(b), (c), (e), (g), (h), or (i) or Section 8.2(c) or (d), (ii) the Company pursuant to Sections 9.1(b)(iv), 9.1(d) or 9.1(e), or (iii) Parent pursuant to Section 9.1(c), then Parent shall pay to WEUS $15,000,000. The Company and WEUS agree that if this Agreement is terminated by Parent in accordance with the terms of Section 9.1(b)(iv), WEUS shall pay to Parent $15,000,000. The amounts payable as provided in this Section 12.4(c) shall be paid as liquidated damages, and such payment (x) shall constitute the exclusive monetary remedy available to the payee at law or in equity in respect of any such termination or any breach of this Agreement by the payor (other than for specific performance and for indemnification after the Effective Time in accordance with the provisions of this Agreement), (y) shall constitute payment for all claims, damages, out-of-pocket expenses and fees arising out of or incurred by the payee in connec...

Expenses and Fees. The Employer shall also be authorized to reimburse the Fund for all expenses and fees incurred in the administration of the Plan or Trust and paid out of the assets of the Fund. Such expenses shall include, but shall not be limited to, fees for professional services, printing and postage. Commissions may not be reimbursed.