Expenses and Payments. All expenses of the Company shall be billed to and paid by the Company.
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 Xxxxxxx 0, 0 xxx 00 xxxxx xx made periodically during the course of any action, proceeding or investigation, as and when any Loss is incurred.
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).
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.
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. In addition to the fees described above, the Company shall reimburse BTIG, and BTIG shall separately bill the Company, for all reasonable documented out-of-pocket expenses in connection with this engagement (including reasonable fees and disbursements of BTIG’s legal counsel, travel expenses, miscellaneous printing, shipping/delivery and other expenses and other third party services) promptly upon request, and, in any case, within 30 days after BTIG submits an invoice in respect thereto, provided, that the aggregate amount of expenses reimbursable by the Company under this Section 3 shall not exceed $400,000 without the express written consent of the Company. All amounts payable under this Agreement shall be promptly paid without setoff and without deduction for any withholding, value-added or other similar taxes, charges, fees or assessments; provided, however, that the fees and expenses of Xxxxxxxx Xxxxxxxx & Schole LLP (“EGS”) may be paid by the Company directly to EGS in connection with the consummation of the Transaction and setoff against the expenses reimbursable hereunder. It is anticipated that the Company shall engage, at its sole expense, legal counsel, accountants, and other professionals as reasonably required by the Company in order to conduct the Transaction. For the avoidance of doubt, the Company will not be required to make reimbursement under this Section 3 of an expense to the extent that such expense has been reimbursed by the Company pursuant to that certain letter agreement by and between the Company and BTIG dated as of November 15, 2023 with respect to BTIG’s engagement to provide investment banking services to the Company in connection with one or more private placement transactions (the “Private Placement Engagement Letter”).”
Expenses and Payments. 19.1. Except where this Agreement or the relevant document provides otherwise, any and all fees and expenses incurred by the Subscriber relating to the negotiation, preparation, execution and performance of this Agreement and of each document referred to in it shall be borne by the Subscriber.
Expenses and Payments. In addition to the Fees set forth in Section 2 hereof, the Company agrees upon request to promptly reimburse Ducera for all reasonable and documented out-of-pocket expenses incurred in connection with the services provided to Counsel (for the benefit of the FCR) hereunder, including, but not limited to, reasonable travel and transportation expenses, third party research and telecommunication expenses, printing costs, courier and other shipping and mailing costs as well as reasonable and documented expenses of Ducera’s external legal counsel and other professional advisors and other expenses incurred in performing Ducera’s services hereunder during the Term (as defined below) on or after the Effective Date of this Agreement; provided, however, that this Section 3 shall in no way affect the Company’s obligations as set forth in Annex A hereto, provided, further, that for the avoidance of doubt, no Excluded Person shall have any obligations under this Section 3. All payments due under this Agreement (including under Section 2, Section 3, and Annex A hereof) shall be made a Transaction is to be consummated through a sale or other disposition of all or substantially all of the assets or equity of the Company on a going-concern basis, upon the closing of such sale; or, (ii) in the case of a bankruptcy court- approved Transaction, the date that the applicable chapter 11 plan of reorganization becomes effective in accordance with the terms and conditions thereof. For avoidance of doubt, the Transaction Fee shall only be payable one time, whether during the Term or the Tail Period (as defined in Section 8). in U.S. dollars in immediately available funds without any withholding for applicable taxes.
Expenses and Payments. <PAGE> 6.1
Expenses and Payments. 8.1 Subject to Clause 8.2, the Company agrees to pay all costs and expenses incurred or to be incurred in connection with the issue and delivery of the Bonds, and all costs and expenses incurred or to be incurred in connection with the issue and delivery of the Conversion Shares and to bear all costs and expenses incurred or to be incurred in connection with the listing of the Conversion Shares (including the application for such listing).
