Common use of Covenants of the Selling Shareholders Clause in Contracts

Covenants of the Selling Shareholders. Each of the Selling Shareholders agree to pay or cause to be paid all taxes, if any, on the transfer and sale of the Shares to be sold by such Selling Shareholder hereunder and the fees and expenses, if any, of counsel and accountants retained by such Selling Shareholder. The Company agrees with the Selling Shareholders to pay all costs and expenses incident to the performance of the obligations of the Selling Shareholders under this Agreement (except as set forth above), including, but not limited to, all expenses incident to the delivery of the certificates for the Shares to be sold by the Selling Shareholders, the costs and expenses incident to the preparation, printing and filing of the Registration Statement (including all exhibits thereto) and the Prospectus and any amendments or supplements thereto, the expenses of qualifying the Shares to be sold by the Selling Shareholders under the state securities or Blue Sky laws, all filing fees and the reasonable fees and expenses of counsel for the Underwriters payable in connection with the review of the offering of the Shares by the NASD, and the cost of furnishing to the Underwriters the required copies of the Registration Statement and Prospectus and any amendments or supplements thereto; provided that each Selling Shareholder agrees to pay or cause to be paid its pro rata share (based on the percentage which the number of Shares sold by such Selling Shareholder bears to the total number of Shares sold) of all underwriting discounts and commissions.

Covenants of the Selling Shareholders. (a) Each of the Selling Shareholders agree Shareholders, severally and not jointly, covenants and agrees, whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid paid, or reimburse the Company for, as applicable, all taxesexpenses incident to the performance of the Selling Shareholders’ and the Company’s obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Selling Shareholders’ counsel, Company’s counsel and the Company’s accountants, in connection with the registration and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Shares (within the time required by Rule 456 (b)(1), if anyapplicable), on all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws as provided in Section 7(g) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) all costs and expenses incident to be sold by listing the ADSs on the NYSE, (v) the cost of printing certificates representing the Shares, (vi) the costs and charges of any transfer agent, registrar or depositary, (vii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such Selling Shareholder hereunder consultants, and the cost of any aircraft chartered in connection with the road show, (viii) the document production charges and expenses associated with printing this Agreement, (ix) the out-of-pocket expenses of the Underwriters (including the fees and expenses, if any, disbursements of counsel and accountants retained their counsel) reasonably incurred by such Selling Shareholder. The Company agrees Underwriters in connection with this Agreement or the Selling Shareholders to pay offering contemplated hereunder, and (x) all other costs and expenses incident to the performance of the obligations of the Selling Shareholders under and the Company hereunder for which provision is not otherwise made in this Agreement (Section. It is understood, however, that except as set forth above)provided in Section 11 entitled “Indemnity and Contribution” and the last paragraph of Section 13 below, including, but not limited to, all expenses incident to the delivery Underwriters will pay stock transfer taxes payable on resale of any of the certificates for the Shares to be sold by the Selling Shareholders, the costs and expenses incident to the preparation, printing and filing of the Registration Statement (including all exhibits thereto) and the Prospectus them and any amendments or supplements theretoadvertising expenses connected with any offers they may make; provided, the expenses of qualifying the Shares to be sold by however, the Selling Shareholders under shall not reimburse the state securities or Blue Sky lawsCompany’s internal cost of the time of the Company’s directors, all filing fees officers and the reasonable fees employees spent in connection with these transactions and expenses of counsel for the Underwriters payable associated therewith, including telephone, copying, fax and travel and accommodations (except in connection with the review road show) and communication costs of the offering of the Shares by the NASD, and the cost of furnishing to the Underwriters the required copies of the Registration Statement and Prospectus and any amendments or supplements thereto; provided that each Selling Shareholder agrees to pay or cause to be paid its pro rata share (based on the percentage which the number of Shares sold by such Selling Shareholder bears to the total number of Shares sold) of all underwriting discounts and commissionsCompany’s employees.

Covenants of the Selling Shareholders. Each of the Selling Shareholders agree to pay or cause to be paid all taxes, if any, on the transfer and sale of the Shares to be sold by such Selling Shareholder hereunder and the fees and expenses, if any, of counsel and accountants retained by such Selling Shareholderhereunder. The Company agrees with the Selling Shareholders to pay all costs and expenses incident to the performance of the obligations of the Selling Shareholders under this Agreement (except as set forth above), including, but not limited to, all expenses incident to the registration, sale and delivery of the certificates for the Shares to be sold by the Selling Shareholders, the costs and expenses incident to the preparation, printing printing, filing and filing of furnishing the Registration Statement (including all exhibits thereto) ), each Preliminary Prospectus and the Prospectus and any amendments or supplements thereto, the expenses of qualifying the Shares to be sold by the Selling Shareholders under the state securities or Blue Sky blue sky laws, all the expenses of any filing fees and for review with the reasonable NASD, the fees and expenses of counsel for such Selling Shareholders and the Underwriters payable in connection with the review fees and expenses of the offering of the Shares by the NASD, Attorneys-in-Fact and the cost of furnishing to the Underwriters the required copies of the Registration Statement and Prospectus and any amendments or supplements theretoCustodian; provided that each Selling Shareholder agrees to pay or cause to be paid its pro rata share (based on the percentage which the number of Shares sold by such Selling Shareholder bears to the total number of Shares sold) of all underwriting discounts and commissions.

Covenants of the Selling Shareholders. Each of the Selling Shareholders agree Shareholder agrees to pay or cause to be paid all taxes, if any, on the transfer and sale of the Shares to be sold by such Selling Shareholder hereunder and the fees and expenses, if any, of counsel and accountants retained by such Selling Shareholder. The Company agrees with the Selling Shareholders to pay all costs and expenses incident to the performance of the obligations of the Selling Shareholders under this Agreement (except as set forth above), including, but not limited to, all expenses incident to the delivery of the certificates for the Shares to be sold by the such Selling ShareholdersShareholder, the costs and expenses incident to the preparation, printing and filing of the Registration Statement (including all exhibits thereto) ), all Preliminary Prospectuses and the Prospectus and any amendments or supplements thereto, the expenses of qualifying the Shares to be sold by the Selling Shareholders under the state securities or Blue Sky laws, all filing fees and the reasonable fees and expenses of counsel for the Underwriters payable in connection with the review of the offering of the Shares by the NASD, and the cost of furnishing to the Underwriters the required copies of the Registration Statement Statement, all Preliminary Prospectuses and the Prospectus and any amendments or supplements thereto; provided that each Selling Shareholder agrees to pay or cause to be paid its pro rata share (based on the percentage which the number of Shares sold by such Selling Shareholder bears to the total number of Shares sold) of all underwriting discounts and commissions.

Covenants of the Selling Shareholders. Each of the Selling Shareholders agree to pay or cause to be paid all taxes, if any, on the transfer and sale of the Shares to be sold by such Selling Shareholder hereunder and the fees and expenses, if any, of counsel and accountants retained by such Selling Shareholder. The Company agrees with the such Selling Shareholders to pay all costs and expenses incident to the performance of the obligations of the Selling Shareholders under this Agreement (except as set forth above), including, but not limited to, all expenses incident to the delivery of the certificates for the Shares to be sold by the Selling Shareholders, the costs and expenses incident to the preparation, printing and filing of the Registration Statement (including all exhibits thereto) and the Prospectus and any amendments or supplements thereto, the expenses of qualifying the Shares to be sold by the Selling Shareholders under the state securities or Blue Sky laws, all filing fees and the reasonable fees and expenses of counsel for the Underwriters payable in connection with the review of the offering of the Shares by the NASD, and the cost of furnishing to the Underwriters the required copies of the Registration Statement and Prospectus and any amendments or supplements thereto; provided PROVIDED that each Selling Shareholder agrees to pay or cause to be paid his or its pro rata share (based on the percentage which the number of Shares sold by such Selling Shareholder bears to the total number of Shares sold) of all underwriting discounts and commissions.

Covenants of the Selling Shareholders. (a) Each of the Selling Shareholders agree Shareholders, severally and not jointly, covenants and agrees, whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid paid, or reimburse the Company for, as applicable, all taxesexpenses incident to the performance of the Selling Shareholders’ and the Company’s obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Selling Shareholders’ counsel, Company’s counsel and the Company’s accountants, in connection with the registration and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the preparation and filing of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including the filing fees, if any, on payable to the Commission relating to the Shares (within the time required by Rule 456 (b)(1), if applicable), all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws as provided in Section 7(g) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) all costs and expenses incident to be sold by admission of the Shares to trading (without listing) on the RTS and the MICEX, (v) the costs and charges of any transfer agent or registrar, (vi) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such Selling Shareholder hereunder consultants, and the cost of any aircraft chartered in connection with the road show, (vii) the document production charges and expenses associated with printing this Agreement, (viii) the out-of-pocket expenses of the Underwriters (including the fees and expenses, if any, disbursements of counsel and accountants retained their counsel) reasonably incurred by such Selling Shareholder. The Company agrees Underwriters in connection with this Agreement or the Selling Shareholders to pay offering contemplated hereunder, and (ix) all other costs and expenses incident to the performance of the obligations of the Selling Shareholders under and the Company hereunder for which provision is not otherwise made in this Agreement (Section. It is understood, however, that except as set forth above)provided in Section 11 entitled “Indemnity and Contribution” and the last paragraph of Section 13 below, including, but not limited to, all expenses incident to the delivery Underwriters will pay stock transfer taxes payable on resale of any of the certificates for the Shares to be sold by the Selling Shareholders, the costs and expenses incident to the preparation, printing and filing of the Registration Statement (including all exhibits thereto) and the Prospectus them and any amendments or supplements theretoadvertising expenses connected with any offers they may make; provided, the expenses of qualifying the Shares to be sold by however, the Selling Shareholders under shall not reimburse the state securities or Blue Sky lawsCompany’s internal cost of the time of the Company’s directors, all filing fees officers and the reasonable fees employees spent in connection with these transactions and expenses of counsel for the Underwriters payable associated therewith, including telephone, copying, fax and travel and accommodations (except in connection with the review road show) and communication costs of the offering of the Shares by the NASD, and the cost of furnishing to the Underwriters the required copies of the Registration Statement and Prospectus and any amendments or supplements thereto; provided that each Selling Shareholder agrees to pay or cause to be paid its pro rata share (based on the percentage which the number of Shares sold by such Selling Shareholder bears to the total number of Shares sold) of all underwriting discounts and commissionsCompany’s employees.