Corporation Expenses. The Corporation will pay all fees and expenses (i) in connection with the preparation, setting in type and filing of any Prospectus under the 1933 Act and amendments for the issue of its Shares; (ii) in connection with the registration and qualification of Shares for sale in the various states in which the Board of Directors of the Corporation will determine advisable to qualify such Shares for sale; (iii) of preparing, setting in type, printing and mailing any report or other communication to shareholders of the Corporation in their capacity as such; (iv) charged by FINRA in connection with FINRA review of Corporation advertising and marketing materials; and (v) of preparing, setting in type, printing and mailing any Prospectus sent to existing shareholders.
Corporation Expenses. Each Corporation will bear its own expenses. Such Corporation will pay its expenses, to the extent possible, out of corporate funds. To the extent that a Corporation’s assets are not sufficient to pay its expenses as they become due, the General Partner may, in its sole discretion, (a) cause the Fund to pay to such Corporation, out of distributions otherwise payable to such Corporation’s Electing Limited Partners pursuant to Section 5.2, an amount equal to the portion of such distributions necessary to pay such Corporation’s expenses, allocated among such Corporation’s Electing Limited Partners in proportion to their respective interests in such Corporation, in which case such payments to such Corporation will be treated as a distribution to its Electing Limited Partners followed by a contribution by its Electing Limited Partners to the capital of such Corporation but will not constitute a Capital Contribution, or (b) require each such Electing Limited Partner to pay such Electing Limited Partner’s pro rata share of such Corporation’s expenses, in which case such amount will be payable to such Corporation within 10 Business Days of a notice to such effect to such Electing Limited Partners and will not constitute a Capital Contribution (but will be a contribution to the capital of such Corporation). In the event that any Parallel Investor participates in any Corporation pursuant to Section 2.4.1, the General Partner shall procure that each Parallel Investor bears its pro rata share of the expenses of any such Corporation in a manner substantially similar to the provisions of this Section 6.7.4.
Corporation Expenses. Notwithstanding Section 8.1, if the Closing occurs, the Corporation shall pay (i) the attorneys fees, costs and expenses of the Law Offices of Xxxx X. Xxxx, the Shareholders' counsel, incurred in respect of the transactions contemplated by this Agreement, in an amount not to exceed $50,000 and (ii) fifty percent (50%) of the cost of the environmental impact study.
Corporation Expenses. Except for the fees and expenses specified in subsections 8.4(d) and 8.6.1 hereof and except as provided below in this subsection 8.6.2, the Corporation shall pay all expenses incident to the offering of shares pursuant to Sections 8.1 or 8.2, hereof, and to the Corporation's performance of or compliance with this Agreement, including, without limitation, all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, underwriting discounts, fees and expenses (other than such Stockholder's portion of any underwriting discounts or commissions or the equivalent thereof), printing expenses, messenger and delivery expenses, and fees and expenses of counsel for the Corporation and a single counsel for all Stockholders selling shares (such selling stockholder counsel fees not to exceed $10,000) and all independent certified public accountants and other persons retained by the Corporation.
Corporation Expenses. In the event that the Offeror Shareholder approval has not been obtained prior to December 23, 2010 (the “Offeror Approval Deadline”), Corporation may terminate this Agreement by notice in writing to Offeror. Within five (5) days following receipt of such notice of termination, as consideration for Corporation’s expenses in connection with this Agreement and the Offer, an amount in cash equal to $1 million (the “Offeror Expense Payment”) in immediately available funds. Offeror hereby acknowledges that the Offeror Expense Payment is a payment of liquidated damages which are a genuine pre-estimate of the damages which Corporation will suffer or incur as a result of the event giving rise to such damages and the resultant non-completion of the Arrangement and are not penalties. Upon receipt of payment of the Offeror Expense Payment by Corporation, Corporation shall have no further claim against Offeror in respect of the failure to complete the Arrangement.
