Underwriting cost là gì

Underwriting Fee has the meaning given to it in the eighth paragraph of this Agreement;

Underwriting [the "Directed Share Program"]. The Shares to be sold by Morgan Stanley pursuant to the Directed Share Program [the "Directed Shares"] will be sold by Morgan Stanley pursuant to this Agreement at the public offering price. Any Directed Shares not orally confirmed for purchase by any Participants by the end of the first business day after the date on which this Agreement is executed will be offered to the public by Morgan Stanley as set forth in the Prospectus.

Underwriting Agreement means the underwriting agreement, dated as of [___], 2019 among the Company and Maxim Group LLC as representative of the underwriters named therein, as amended, modified or supplemented from time to time in accordance with its terms.

Closing Costs means and further includes all items of expense directly or indirectly payable by or reimbursable to the City relating to the financing of the Project, including, but not limited to, filing and recording costs, settlement costs, printing costs, word processing costs, reproduction and binding costs, legal fees and charges and financing and other professional consultant fees.

Marketing Costs which means such reasonable charge for marketing of ores and concentrates sold or of concentrates tolled as is consistent with generally accepted industry marketing practices;

Additional Servicing Expenses means [a] all Servicing Advances, fees and/or expenses incurred by and reimbursable to any Servicer, Trustee or the fiscal agent pursuant to the Servicing Agreement, and [b] all interest accrued on Advances made by [x] any Servicer, Trustee or the fiscal agent in accordance with the terms of the Servicing Agreement or [y] any Non-Lead Servicer, Non-Lead Trustee or the fiscal agent in accordance with the terms of the Non-Lead Servicing Agreement; provided that the aggregate special servicing administration fee [which fee is payable solely during the period that the Mortgage Loan is a Specially Serviced Mortgage Loan] shall not exceed an amount equal to 0.25% per annum of the outstanding principal balance of the Mortgage Loan, the special servicing liquidation fee [or equivalent] shall not exceed 1.0% of the collections made with respect to the Mortgage Loan or any sums received from proceeds from the disposition of the Mortgaged Property or the Mortgage Loan, as the case may be, and the special servicing workout fee [or equivalent] shall not exceed 1.0% of the collections made with respect to the Mortgage Loan while the Mortgage Loan is a performing or corrected loan [or such other analogous term pursuant to the Servicing Agreement].

Marketing Expenses means the sum of Marketing Management Expenses, Advertising and Market Research Expenses and Education Expenses.

Offering Expenses means all expenses incurred by, and to be paid from, the assets of the Company in connection with and in preparing the Company for registration and offering its Shares to the public, including, but not limited to, total underwriting and brokerage discounts and commissions [including fees and expenses of underwriters attorneys paid by the Company], expenses for printing, engraving, mailing, salaries of the Companys employees while engaged in sales activity, charges of transfer agents, registrars, trustees, escrow holders, depositaries, experts, expenses of qualification of the sale of the securities under federal and state laws, including taxes and fees and accountants and attorneys fees and expenses.

Operating Costs means any costs associated with the operation, management, maintenance, repair, replacement, and protection of the Building including, without limitation, costs of heating; cooling; utilities [including any taxes or impositions thereon]; insurance; parking lot maintenance, repair, repaving, resurfacing and re-stripping; re-roofing; janitorial and cleaning service; lobby host, if any is provided by Landlord; security services, if any are provided by Landlord; salaries, wages, and other personnel costs of engineers, superintendents, watchmen, and other Building employees, and other employees of Landlord and the employees of Landlords agents and contractors allocable to Building or Project-related matters [provided, however, that to the extent that employees of Landlord or employees of Landlords agents are not assigned exclusively to the Building or the Project, then Operating Costs will include only the portion of their salaries, wages, and other personnel costs that Landlord allocates to the Building or the Project]; charges under all Building and Project maintenance and service contracts, including contracts for chilled water and hot water, boilers, controls, elevators, security systems, exterior window cleaning, landscaping [including new plantings and irrigation], common areas, public areas, lobbies, and Building, Project and Land maintenance; costs of all maintenance and repair, including costs of all warranties included in contracts for the provision of materials or services to the Building to the extent the cost of such warranty is separately stated in such contract; costs of enforcing warranties; costs of supplies that are deducted [and not capitalized] for federal income tax purposes; management fees that are not in excess of the prevailing market rate management fees paid to management organizations managing Comparable Buildings; accounting costs and fees; costs incurred for attorneys or other third parties to appeal or contest Real Estate Tax assessments [as more fully provided in this Section 4], including the costs incurred to review the feasibility thereof; costs of cleaning, decorating, repairing, maintaining, replacing and operating any common areas in the Project; all other costs Landlord incurs to operate, service, maintain, repair and replace the Building, Land and Project; the cost of any capital improvements made by Landlord to the Building and/or Project, or capital assets acquired by Landlord after the Lease Commencement Date in order to comply with any local, state or federal law, ordinance, rule, regulation, code or order of any governmental entity or insurance requirement, including but not limited to, the Americans with Disability Act [each a Legal Requirement and collectively, the Legal Requirements] with which the Building and/or Project was not required to comply at the Lease Commencement Date, or to comply with any amendment or other change to the enactment or interpretation of any Legal Requirement from its enactment or interpretation at the time of the Lease Commencement Date; and the cost of any capital improvements made by Landlord to the Building and/or Project or capital assets acquired by Landlord after the Lease Commencement Date for the protection of health and safety of the occupants of the Building and/or Project or that are designed to reduce other Operating Costs; provided however, any and all costs of capital improvements or capital assets acquired which are includable in Operating Costs shall be amortized on a straight-line basis over the useful life of the asset, pursuant to Generally Accepted Accounting Principles. Notwithstanding anything to the contrary contained in this Lease, Tenants Proportionate Share of Operating Costs shall not include any costs and/or expenses incurred which solely benefit another building [and not the Building or Common Areas] in the Project.

Liquidity Expenses means all Liquidity Obligations other than [i] the principal amount of any Drawings under the Liquidity Facilities and [ii] any interest accrued on any Liquidity Obligations.

Leasing Costs means, with respect to a particular Lease, all capital costs, expenses incurred for capital improvements, equipment, painting, decorating, partitioning and other items to satisfy the initial construction obligations of the landlord under such Lease [including any expenses incurred for architectural or engineering services in respect of the foregoing], tenant allowances in lieu of or as reimbursements for the foregoing items, payments made for purposes of satisfying or terminating the obligations of the tenant under such Lease to the landlord under another lease [i.e., lease buyout costs], relocation costs, temporary leasing costs, leasing commissions, brokerage commissions, legal, design and other professional fees and costs, in each case, to the extent the landlord is responsible for the payment of such cost or expense under the relevant Lease or any other agreement relating to such Lease.

Final Transaction Expenses has the meaning set forth in Section 3.2[b].

Restructuring Costs means the costs, including both direct and indirect, of restructuring activities. Restructuring costs that may be allowed include, but are not limited to, severance pay for employees, early retirement incentive payments for employees, employee retraining costs, relocation expense for retained employees, and relocation and rearrangement of plant and equipment. For purposes of this definition, if restructuring costs associated with external restructuring activities allocated to DoD contracts are less than $2.5 million, the costs shall not be subject to the audit, review, and determination requirements of paragraph [c][4] of this subsection; instead, the normal rules for determining cost allowability in accordance with FAR Part 31 shall apply.

Selling Expenses means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel borne and paid by the Company as provided in Subsection 2.6.

Restructuring Expenses means losses, expenses and charges incurred in connection with restructuring by U.S. Borrower and/or one or more of its Subsidiaries, including in connection with integration of acquired businesses or persons, disposition of one or more Subsidiaries or businesses, exiting of one or more lines of businesses and relocation or consolidation of facilities, including severance, lease termination and other non-ordinary-course, non-operating costs and expenses in connection therewith.

Estimated Transaction Expenses has the meaning set forth in Section 2.3[a].

Closing Transaction Expenses means, without duplication and in each case, to the extent that they arise out of engagements or commitments or Contracts entered into prior to Closing or services provided prior to Closing and not paid prior to the Closing, fees and expenses incurred by Seller or any of its Subsidiaries [including an Acquired Company] that are or become obligations of the Acquired Companies or the Business at or after the Closing and arise in connection with the preparation, execution and negotiation of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby [including the Reorganization], including [a] amounts payable to current or former employees, officers, directors, or independent contractors of the Acquired Companies pursuant to any special bonuses, transaction-related bonuses, phantom equity plans, retention plans, accelerated compensation or benefits or severance or other similar arrangements that were incurred pursuant to Contracts between Seller and one of its Subsidiaries and any such Persons and were entered into prior to or at the Closing and are payable to any Person upon, or in connection with, the execution of this Agreement or the consummation of the transactions contemplated by this Agreement and the other Transaction Agreements, including the Reorganization [including the employers share of any payroll and employment Taxes payable in connection with any such compensation and any amounts payable to gross-up or make whole any Person for income or excise Taxes imposed with respect to such compensation], but excluding any amounts owed pursuant to any Contracts entered into after the date hereof with, or at the written direction of, Buyer or are solely between Buyer or any of its Affiliates and such Person and [b] all fees and disbursements of attorneys, accountants, and other advisors and service providers [including all brokerage commissions, fees, expenses or disbursements] [provided that with respect to any such Person engaged by the Acquired Companies prior to the Closing, Closing Transaction Expenses shall include only fees and expenses with respect to services rendered prior to or at the Closing]. For the avoidance of doubt [solely so as to avoid double counting], and notwithstanding anything to the contrary contained herein, the term Closing Transaction Expenses shall not include [i] amounts to the extent included in the Final Closing Net Working Capital, [ii] amounts to the extent included in Final Closing Indebtedness, [iii] to the extent arising solely from actions taken by or on behalf of Buyer at or following the Closing, [iv] to the extent an Excluded Liability or [v] any expenses to the extent Buyer is expressly responsible for paying such expense pursuant to Section 7.03[b], Section 8.09[e] and Section 10.01[d].

Insurance Expenses means any Insurance Proceeds [i] applied to the repair of the related Leased Vehicle, [ii] released to the related Lessee in accordance with applicable law or the Customary Servicing Practices or [iii] representing other related expenses incurred by the Servicer that are not otherwise included in Liquidation Expenses or Disposition Expenses and recoverable by the Servicer under any applicable Servicer Basic Documents.

Financing Costs means all capitalized interest, operating and debt service reserves, costs of issuance, fees for credit and liquidity enhancements, any item of expense directly or indirectly payable or reimbursable

Underwritten Shelf Take-Down has the meaning set forth in Section 2.4[b].

Common Expenses means expenditures made by or financial liabilities of the association, together with any allocations to reserves.

IPO Underwriting Agreement means that certain Underwriting Agreement dated as of October 25, 2012 among the IPO Underwriters, MPC Investment, MPLX Logistics Holdings, the Partnership, the General Partner and the Operating Company providing for the purchase of Common Units by the IPO Underwriters.

Underwriting Issues means, with respect to any Collateral as to which Seller intends to request a Transaction, all material information that has come to Sellers attention that, based on the making of reasonable inquiries and the exercise of reasonable care and diligence under the circumstances, would be considered a materially negative factor [either separately or in the aggregate with other information], or a material defect in loan documentation or closing deliveries [such as any absence of any material Purchased Loan Document[s]], to a reasonable institutional mortgage buyer in determining whether to originate or acquire the Collateral in question.

Trust Expenses means any liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Trust.

Capital Expenses expenses that are capital in nature or required under GAAP to be capitalized.

Liquidation Expenses All customary, reasonable and necessary out of pocket costs and expenses incurred by the Special Servicer in connection with a liquidation of any Specially Serviced Loan or REO Property [except with respect to a Non-Serviced Mortgaged Property] pursuant to Section 3.16 [including, without limitation, legal fees and expenses, committee or referee fees and, if applicable, brokerage commissions and conveyance taxes].