Payment of Expense. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company and, only to the extent expressly set forth below, the Selling Stockholders hereby agree, except as otherwise provided in this Section 6, to pay all costs and expenses incident to the performance of their respective obligations hereunder, including the following: (i) all expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or documents (including any compilations thereof) in connection with the Offering; (iv) all expenses in connection with the qualification of the Shares for offering and sale under state or foreign securities or blue sky laws as provided in Section 5(a)(v) hereof, including the fees and disbursements of counsel for the Underwriters in connection with such qualification or offering and in connection with any blue sky survey (which fees and disbursements shall not exceed $15,000); (v) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the NASD of the terms of the Offering (which fees and disbursements shall not exceed $20,000); (vi) all fees and expenses, if any, in connection with listing the Shares on the Nasdaq; (vii) all travel expenses of the Company's officers and employees and any other expense of the Company incurred in connection with attending meetings with prospective purchasers of the Shares and (viii) the fees of the Custodian and other fees and expenses related to the offering of Shares by the Selling Stockholders. The Company also will pay or cause to be paid: (i) the cost of preparing stock certificates for the Shares; (ii) the cost and charges of any transfer agent or registrar for the Shares; and (iii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 6. It is understood, ...
Payment of Expense. The Company shall be responsible for all of its costs and expenses associated with the issuance of Shares contemplated by this Agreement. Subject to the provisions of the Registration Rights Agreement attached as Exhibit A hereto, the Company also shall be responsible for all costs and expenses associated with future registrations of Shares contemplated by this Agreement, but shall have no obligation for any legal or other costs incurred by the Investor for such future registrations.
Payment of Expense. REIMBURSEMENTS TO NAMM The Company shall allocate for NAMM as a management expense the "4.5%/$4.50 Expense Reimbursement". The "4.5%/$4.50 Expense Reimbursement" means a flat rate sum designed to offset basic fixed expenses of the Company and will be equal to 4.5% of the total revenues received for Medicare HMO enrollees and $4.50 per-member-per-month for any Commercial HMO Members, as those percentage and dollar amounts may be adjusted in the future, as described below in this paragraph. NAMM will provide the Company with reports, on at least a quarterly basis, to show the itemized actual expenses of the Company in comparison to the amount received for the 4.5%/$4.50 Expense Reimbursement. The Company and NAMM, in conjunction with the Hospital, affiliated Physician Organizations and/or PHO providing medical services under contracts with respect to the Company, will review this percentage and amount annually (with a view to reducing them if the actual experience in the prior year shows that the percentage and/or amount utilized resulted in a material excess amount of reimbursement under this provision) so that the per-member-per-month component of the management fee provides sufficient funds only to meet break even expenses for the Company. In order to avoid duplication of services among the Company, the Hospital and the affiliated Physician Organization or PHO, NAMM may utilize the services of the Hospital, Physician Organization and PHO to the extent requested provided the services meet the standards set forth by NAMM and the cost of such services to the Company is less than that charged by NAMM at its cost, as described above.
Payment of Expense. Whether or not the transactions contemplated by this Agreement are consummated, each party hereto shall pay its own expenses incident to preparing for, entering into and carrying out this Agreement and the transactions contemplated hereby.
Payment of Expense. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the performance of the obligations of the Company hereunder, including those in connection with (i) preparing, printing, duplicating, filing and distributing the Offering Memorandum and all amendments thereof, any preliminary offering memoranda and any amendments thereof or supplements thereto (including, without limitation, fees and expenses of the Company's accountants and counsel), the Indenture, the underwriting documents (including this Agreement and the Registration Agreement), and all other documents related to the offering of the Securities (including those supplied to you in quantities as hereinabove stated), (ii) the issuance, transfer and delivery of the Securities to you, including any transfer or other taxes payable thereon, (iii) the qualification of the Securities under state and foreign securities or Blue Sky laws and the eligibility of the Securities for investment under state and foreign law, including the costs of printing and mailing a preliminary and final "Blue Sky Survey" and a "Legal Investment Memorandum" and the reasonable fees of your counsel and such counsel's reasonable disbursements in relation thereto, (iv) the rating of the Securities by one or more rating agencies and (v) the fees and expenses of the Trustee and any agent of the Trustee and the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities.
Payment of Expense. 1. Revenue stamps and other charges arising out of this Basic Agreement shall be borne equally by Party A and Party B, and expenses incurred by each of Party A and Party B shall be borne by Party A and Party B, respectively.
Payment of Expense. Whether or not the transactions contemplated by this Agreement are consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, the fees and expenses of its advisers, brokers, finders, agents, accountants and legal counsel) shall be paid by the party incurring such expense. In no event shall Parent or any of the Target Companies be liable (before or after the Closing) for any fees and expenses of the Company relating to the transactions contemplated by this Agreement. In addition, the unpaid fees and expenses of all brokers, investment bankers, financial advisors, attorneys and accountants engaged in connection with the preparation and negotiation of this Agreement or the transactions contemplated hereby and whose compensation is payable by any of the Target Companies or the Company shall be reflected on invoices (the “Invoices”) submitted to Parent on or prior to the Closing Date, which Invoices shall include confirmation that no further compensation beyond the amount reflected in the Invoice is or will be payable by the Company (or either of the Target Companies or any of their Subsidiaries).
Payment of Expense. The Company will reimburse the costs and expenses of the Investor, including without limitation fees and disbursements of the Investor's legal counsel, in connection with this Agreement and the transactions contemplated hereby; provided, however, that in no event shall the Company be obligated to reimburse such costs and expenses in an aggregate amount greater than $50,000, it being expressly understood that expenses incurred by the Investor or any of its affiliates relating to having the transaction contemplated by this Agreement approved or reviewed by the NASD are expenses of the Investor and are, therefore, subject to the aggregate $50,000 limitation.
Payment of Expense. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated:
Payment of Expense. Seller agrees that prior to Closing it will pay Seller Expense in the ordinary course of business and that Seller will continue to pay Seller Expense after Closing until all Seller Expense has been paid in full in the ordinary course of business. Buyer agrees that on and after Closing it will pay all of Buyer Expense in the ordinary course of business. If Buyer shall pay any of Seller Expense, then Seller shall reimburse Buyer for such payments. If Seller shall pay any of Buyer Expense, then Buyer shall reimburse Seller for such payments. The provisions of this sub-section shall be effected by the process described in Section 11.13(f).
