Expenses and Payments Clause Samples

Expenses and Payments. The Company shall bear all expenses incurred in connection with the registration of the Registrable Securities pursuant to Section 2 and the administration of the registration program hereunder, including (i) all registration and filing fees, all Nasdaq listing fees for the Shares, and any other fees and expenses associated with filings required to be made with the SEC or FINRA, (ii) all fees and expenses in connection with compliance with any securities or “Blue Sky” laws, (iii) all printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses), (iv) all fees and disbursements of counsel for the Company and of Rockwell and of all independent certified public accountants of the Company (including the expenses of any special audit and cold comfort letters required by or incident to such performance), (v) all reasonable out-of-pocket expenses related to any “road show” for an offering, including all travel, meals and lodging, and (vi) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties); but excluding all fees and disbursements of underwriters customarily paid by sellers of securities and all underwriting discounts and commissions and transfer taxes, if any, attributable to the sale of Registrable Securities. All expenses relating to the offer and sale of Registrable Securities not to be borne by the Company pursuant to the foregoing sentence shall be borne and paid by Rockwell. The payments required by ▇▇▇▇▇▇▇ ▇, ▇ ▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇ made periodically during the course of any action, proceeding or investigation, as and when any Loss is incurred.

Expenses and Payments. 3.1. In addition to any monetary compensation that will be granted to the Directors, the Company and/or the Subsidiary will reimburse the Directors for any documented, out-of-pocket expenses from time to time properly incurred by the Directors in connection with the Business Development Activities, including (but not limited to) necessary traveling expenses. 3.2. All payments shall include V.A.T., if required by law, which shall be added to the amounts or consideration set forth above.

Expenses and Payments. The terms and conditions of the reimbursements made by Executive to Company for the expenses of the flights conducted under this Agreement and the payments thereof are set forth in Schedule B.

Expenses and Payments. 19.1 I (We) shall indemnify and hold the Bank harmless from and against any and all consequences which may arise or result from providing any banking facilities or other accommodation or services to me (us) (including, without limitation, as a consequence of the holding or dealing with by the Bank of any property or assets secured by me (us) pursuant hereto) and shall reimburse the Bank upon demand for any payment, loss liability, cost, expense or damage which the Bank may make, suffer, sustain or pay by reason or on account thereof and shall upon request appear and defend at my (our) own cost and expense any action which may be brought against the Bank in connection therewith. I (We) shall pay or reimburse to the Bank immediately upon demand and/or the Bank shall be entitled to debit any of my (our) accounts with all commissions and other charges usually charged by the Bank whether or not previously notified to me (us) and all other costs, charges and expenses incurred by the Bank in connection with the establishment, enforcement or preservation of any of its rights under any banking facilities, this Agreement or any other agreements including, but not limited to, the fees and expenses of any legal advisers (on a full indemnity basis). 19.2 All sums payable to the Bank by me (us) shall be paid in full without set-off, counterclaim or any other restriction or condition and free and clear of any tax or other deductions or withholdings of any nature (including any deduction or withholding required by (a) sections 1471 to 1474 of the US Internal Revenue Code of 1986or any associated regulations or other official guidance, or (b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above, or (c) any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction (“FATCA”)), in freely transferable funds and otherwise in the manner customary for payments in the required currency and to such account with such bank as the Bank shall notify to us from time to time. If I (we) or any other person shall be required by any law or regulation to make any deduction or withholding (including any deduct...

Expenses and Payments. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company shall pay or cause to be paid (i) all costs and expenses incident to the performance of its obligations hereby contemplated, including without limitation (A) the costs incident to the authorization, issuance, sale, preparation and delivery of each of the Units, the Shares, the Warrants and the Warrant Shares and any taxes payable in that connection, (B) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof, (C) the costs of reproducing and distributing this Agreement (D) the fees and expenses of the Company’s counsel and independent accountants, (E) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Units under the laws of such jurisdictions as the Placement Agent may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Placement Agent), (F) the cost of preparing stock certificates, (G) the costs and charges of any transfer agent and any registrar, (H) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, (I) all expenses incurred by the Company in connection with any “road show” presentation to potential investors and (J) all expenses and application fees related to the listing of the Shares on the NASDAQ Global Market and the Toronto Stock Exchange and (ii) all reasonable out-of-pocket expenses incurred by the Placement Agent from time to time in connection with the offering contemplated by this Agreement, including (1) travel-related expenses (without regard to volume-based or similar credits or rebates the Placement Agent may receive from travel agents, airlines and other vendors on a periodic basis) and research, database and similar information charges paid to third party vendors and postage, telecommunication and duplicating expenses and (2) reasonable attorneys’ fees and related legal expenses incurred in connection with the negotiation and performance of the engagement letter between the Placement Agent and the Comp...

Expenses and Payments. In addition, the Company agrees upon request to promptly reimburse Qatalyst for its reasonable out-of-pocket expenses, including the fees and expenses of its legal counsel, arising out of the engagement or the performance of the services contemplated in this agreement. All fees and expenses payable hereunder are payable in U.S. dollars in immediately available funds, without deduction for any withholding, value-added or other similar taxes, fees, charges or assessments (collectively, “Foreign Levies”) and all references to amounts in this letter are in U.S. Dollars. If any Foreign Levies are payable with respect to amounts paid or payable to Qatalyst hereunder, the Company shall reimburse Qatalyst promptly for the amount of such Foreign Levies. The aggregate amount of reimbursed expenses will not exceed $12,500 unless the Company provides prior written consent authorizing such additional reimbursement (which will not be unreasonably withheld); and provided, further, that nothing herein shall alter or modify the Company’s obligations pursuant to Annex A hereof.

Expenses and Payments. Regardless of whether the transactions contemplated hereby are consummated, each party hereto shall pay its own expenses incident to this Agreement and all action taken in preparation for carrying this Agreement into effect. Any payment to be made under this Agreement shall be made by wire transfer to an account designated by the recipient.

Expenses and Payments. All legal and other costs and expenses incurred in connection with this Agreement and the Transaction Documents and the Transactions shall be paid by the Party incurring such costs and expenses; provided that DRII shall reimburse the SJC Parties for the reasonable, documented out-of-pocket expenses incurred by the SJC Parties for legal, accounting, tax and advisory services provided to the SJC Parties in connection with this Agreement and the Transaction Documents and the Transactions. All payments of money to be made pursuant to this Agreement shall be made in U.S. Dollars.

Expenses and Payments. The terms and conditions of the reimbursements made by Lessee to Lessor for the expenses of the flights conducted under this Agreement and the payments thereof are set forth in Schedule B.