Expenses of Placement Agent Sample Clauses

The "Expenses of Placement Agent" clause defines which costs and expenses incurred by the placement agent in connection with a transaction will be covered and by whom. Typically, this clause specifies whether the issuer or the placement agent is responsible for fees such as travel, legal counsel, marketing materials, or regulatory filings. By clearly allocating financial responsibility for these expenses, the clause helps prevent disputes and ensures both parties understand their obligations regarding transaction-related costs.
Expenses of Placement Agent. The Company shall reimburse the Placement Agent for its out-of-pocket expenses in connection with the Offering, provided, that such expenses shall not exceed $10,000 in the aggregate without the prior written consent of the Company.
View SourceView Similar (4)
Expenses of Placement Agent. Except as may otherwise be agreed to by the Trust, you will be responsible for the payment of all costs and expenses incurred by you in connection with the performance of your obligations under this Agreement, including the costs associated with the preparation, printing and distribution of any sales materials (other than those costs associated with preparing and updating the Offering Memorandum, which costs will be borne by the Trust) and ensuring the compliance of such subscription materials with all applicable laws and regulations. You must receive the approval of JPMIM prior to the distribution of any sales materials.
View Source
Expenses of Placement Agent. Each Holder by acceptance of Preferred Securities, agrees that (a) the Placement Agent shall be reimbursed, on demand, for any expenses incurred for the benefit of the Holders by the Placement Agent, including reasonable counsel fees and compensation of agents and employees paid for services rendered on behalf of the Holders, that shall not have been reimbursed by EEX, EEX Capital or MIStS Issuer and (b) to indemnify and hold harmless the Placement Agent and its beneficial owners, directors, officers, employees or agents, on demand, from and against any and all suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against it in its capacity as the Placement Agent or any of them in any way relating to or arising out this Agreement or any other Transaction Document or any action taken or omitted by it or any of them under this Agreement or any other Transaction Document, to the extent the same shall not have been reimbursed by EEX, EEX Capital or MIStS Issuer; provided, however, no Holder shall be liable to the Placement Agent or any such other indemnified Person for any portion of such liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Placement Agent or any of its directors, officers, employees or agents. If no Preferred Securities are then outstanding, each Holder shall contribute an amount equal to its pro rata share of the aggregate Commitment of all of the Holders to any amounts payable to the Placement Agent pursuant to this paragraph. If any Preferred Securities are then outstanding, each Holder shall contribute an amount equal to its pro rata share of the aggregate Liquidation Preference, of all outstanding Preferred Securities to any amounts payable to the Placement Agent pursuant to this paragraph.
View Source
Expenses of Placement Agent. 22 Section 11.7. Due Diligence by Holders. . . .
View Source

Related to Expenses of Placement Agent

  • Placement Agent’s Fees Except as set forth on Schedule 2.12, no brokerage or finder’s fee or commission are or will be payable to any Person with respect to the transactions contemplated by this Agreement based upon arrangements made by the Company or any of its affiliates. The Company agrees that it shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for persons engaged by Purchaser) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold the Purchaser harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any claim for any such fees or commissions.

  • Placement Agent’s Fee The Company shall pay to Rodman a cash placement fee (the “Placement Agent’s Fee”) equal to 7% of the aggregate purchase price paid by each purchaser of Securities that are placed in the Offering. The Placement Agent’s Fee shall be paid at the closing of the Offering (the “Closing”) from the gross proceeds of the Securities sold.

  • Appointment of Placement Agent (a) On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Company hereby appoints the Placement Agent as the Company’s exclusive placement agent for the IPO Shares to be offered and sold by the Company pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1(File No. 333-204811), and the Placement Agent agrees to act as the Company’s exclusive placement agent. Pursuant to this appointment, the Placement Agent will solicit offers for the purchase of or attempt to place all or part of the IPO Shares of the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase the Securities other than through the Placement Agent. The Company acknowledges that the Placement Agent will act as and agent of the Company and use its reasonable “best efforts” to solicit offers to purchase the IPO Shares from the Company on the terms, and subject to the conditions, set forth in the Prospectus (as defined below). The Placement Agent shall use its reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase IPO Shares has been solicited by the Placement Agent, but the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the IPO Shares, the Placement Agent shall act solely as an agent of the Company. The Services provided pursuant to this Agreement shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●], 2017 (b) The Placement Agent will solicit offers for the purchase of the IPO Shares in the Offering at such times and in such amounts as the Placement Agent deem advisable. The Company shall have the sole right to accept offers to purchase IPO Shares and may reject any such offer, in whole or in part. The Placement Agent may retain other brokers or dealers to act as sub-agents on its behalf in connection with the Offering and may pay any sub-agent a solicitation fee with respect to any IPO Shares placed by it.

  • Fees and Expenses of Warrant Agent The Company will pay or cause to be paid to the Warrant Agent fees for the Warrant Agent’s services hereunder as set forth in Exhibit B attached hereto, in each case payable upon the Warrant Agent’s invoice to the Company. The Company agrees to pay the Warrant Agent any transfer agent fees which are in addition to the Warrant Agent fees and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.