Payment of Expenses Clause Example with 1,950 Variations from Business Contracts

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses of the Company incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing ...under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) (iv) the fees and expenses reasonably incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); Underwriters, not to exceed $5,000 in the aggregate); (v) the cost of preparing stock certificates; (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees costs and expenses of the Trustee and the paying agent (including related fees and expenses charges of any counsel to such parties); (viii) transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the Financial Industry Regulatory Authority; related reasonable fees and (ix) expenses of counsel for the Underwriters, not to exceed $5,000 in the aggregate); (viii) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except and (ix) all expenses and application fees related to the listing of the Shares on the Nasdaq Market. Except as provided in this Section 11 and Section 7 or this Section 11, hereof, the several Underwriters shall pay all of their own costs and expenses, including without limitation the fees and disbursements of their counsel counsel. For the avoidance of doubt, the Underwriters shall not be responsible for any fees and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. of Cascadian's independent public accountants and other advisors. (b) If (i) this Agreement is terminated prior to the Closing Date pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities Shares for delivery to the Underwriters on the Closing Date or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, Agreement (other than pursuant to Section 10(c) above) on the Closing Date, the Company agrees to reimburse the Underwriters for all reasonable out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. hereby; provided, however, that in the event any such termination is effected after the Closing Date but prior to any Additional Closing Date with respect to the purchase of any Option Shares, the Company shall only reimburse the Underwriters for all reasonable out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters after the Closing Date in connection with the proposed purchase of any such Option Shares. View More

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Secur...ities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and -37- expenses of the Company's counsel and independent accountants; (v) (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees costs and expenses of the Trustee and the paying agent (including related fees and expenses charges of any counsel to such parties); (viii) transfer agent and any registrar; (vii) all reasonable expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, if applicable (it being understood and agreed that all expenses incurred in addressing comments raised by FINRA in connection with the Financial Industry Regulatory Authority; and (ix) transactions contemplated hereby shall be deemed to be reasonable); (viii) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided in Section 7 or this Section 11, and (ix) all expenses and application fees related to the Underwriters shall pay their own costs and expenses, including without limitation listing of the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. Shares on the Exchange. (b) If (i) this Agreement is terminated pursuant to clause (ii) of Section 9, 11, (ii) the sale of Shares provided for herein is not consummated because of any refusal, inability or failure on the part of the Company for or the Selling Stockholders to perform any agreement herein or comply with any provision hereof (other than by reason fails to tender of a default by any of the Securities for delivery to the Underwriters Underwriters) or (iii) the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters decline to purchase set forth in Section 8 hereof is not satisfied (other than by reason of a default by any of the Securities for any reason permitted under this Agreement, Underwriters), the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. View More

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and the Conversion Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and fil...ing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares and the Conversion Securities under the laws of such jurisdictions as the Representatives may designate designate; (v) the cost of preparing stock certificates; (vi) the costs and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and the paying agent (including related fees and expenses charges of any counsel to such parties); (viii) transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) FINRA, in an amount not to exceed $30,000; (viii) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided investors, all travel expenses of the Company's officers and employees and other expenses (except expenses incurred by the Underwriters) in Section 7 connection with attending or this Section 11, hosting meetings with prospective purchasers of Shares other than costs and expenses of any private aircraft incurred by on behalf of the Company in connection with the road show which shall be shared equally among the Company (50% of such costs) and the Underwriters shall pay (50% of such costs, allocated at their own costs discretion), and expenses, including without limitation expenses associated with the fees and disbursements of their counsel and any advertising expenses (other than with respect to any electronic road show presentation) connected with any offers they make. and (ix) all expenses and application fees related to the listing of the Shares and the Conversion Securities on the NYSE. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. hereby, provided, however, that in the event that any such termination is effected after the Closing Date but prior to the Additional Closing Date with respect to the purchase of any Option Shares, the Company shall only reimburse the Underwriters for all reasonable out of pocket costs and expenses (including the reasonably incurred fees and expenses of their counsel) incurred by the Underwriters after the Closing Date in connection with the proposed purchase of any such Option Shares. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by any Underwriter that defaults on its obligations to purchase the Shares. View More

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company Depositor will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Certificates and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing... under the Securities Act of the Registration Statement, the Preliminary Prospectus, Time of Sale Information, any Issuer Free Writing Prospectus, any Time of Sale Information Prospectus and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; Basic Documents and this Agreement; (iv) the fees and expenses of counsel for the Company's Underwriters; (v) the fees and expenses of the Depositor's counsel and independent accountants; (v) (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Offered Certificates under the laws of such jurisdictions as the Representatives Underwriters may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) (vii) any fees charged by the rating agencies Rating Agencies for rating the Securities; (vii) Certificates; (viii) the fees and expenses of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the paying agent Operating Advisor and Asset Representations Reviewer, (including related fees and expenses of any counsel to such parties); (viii) (ix) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, with the Financial Industry Regulatory Authority; and (ix) (x) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided investors in Section 7 or this Section 11, Offered Certificates; and (xi) the Underwriters shall pay their own costs and expenses, including without limitation expenses of the fees and disbursements Depositor in connection with the purchase of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. the Mortgage Loans. (b) If (i) this Agreement is terminated pursuant to Section 9, 10; (ii) the Company Depositor for any reason fails to tender the Securities Offered Certificates for delivery to the Underwriters Underwriters; or (iii) the Underwriters decline to purchase the Securities Offered Certificates for any reason permitted under this Agreement, the Company Depositor agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. View More

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Secur...ities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable related fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees costs and expenses of the Trustee and the paying agent (including related fees and expenses charges of any counsel to such parties); (viii) transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; FINRA; provided, however, that such fees and (ix) expenses shall not exceed $45,000, excluding filing fees; (viii) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; investors, provided, however, that except as provided in Section 7 or this Section 11, the Underwriters Company shall pay their own costs its pro rata share (based on the number of seats occupied by representatives and expenses, including without limitation officers of the Company and any consultants engaged by the Company in connection with any road show presentation, on the one hand, and by representatives and officers of the Underwriters, on the other hand) of the cost of any aircraft chartered in connection with the road show with the prior approval of the Company (with the remainder of the cost of such aircraft to be paid by the Underwriters); (ix) all expenses and application fees related to the listing of the Shares on the Nasdaq; and (x) all of the reasonable fees and disbursements of their counsel incurred by the Underwriters in connection with the Directed Share Program and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program. Except as expressly provided in Section 8 and above in this Section 12(a) (and except as otherwise agreed between the Company and any advertising expenses (other than Selling Stockholder with respect to any road show presentation) connected with any offers they make. expenses of a Selling Stockholder), the Underwriters and the Selling Stockholders will severally pay all of their respective costs and expenses. -34- (b) If (i) this Agreement is terminated pursuant to Section 9, 10, (ii) the Company or the Selling Stockholders for any reason fails fail to tender the Securities Shares for delivery to the Underwriters (other than by reason of a default by any Underwriter) or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. View More

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company Goosehead Parties, jointly and severally, will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the prepar...ation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); Underwriters not to exceed $5,000); (vi) any fees charged by the rating agencies for rating the Securities; cost of preparing stock certificates; (vii) the fees costs and expenses of the Trustee and the paying agent (including related fees and expenses charges of any counsel to such parties); transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and FINRA, in an amount not to exceed $30,000 (excluding filing fees); (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; investors, provided, however, that except as provided in Section 7 or this Section 11, the Underwriters shall pay their own be responsible for 50% of the third party costs of any private aircraft incurred in connection with such road show; (x) all expenses and expenses, including without limitation application fees related to the listing of the Shares on the Nasdaq Global Market and (xi) all of the fees and disbursements of their counsel incurred by the Underwriters in connection with the Directed Share Program and any advertising expenses (other than stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with respect to any road show presentation) connected with any offers they make. the Directed Share Program. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, the Company agrees Goosehead Parties agree, jointly and severally, to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. hereby; provided, however, that in the event any such termination is effected after the Closing Date but prior to any Additional Closing Date with respect to the purchase of any Option Shares, the Company shall only reimburse the Underwriters for all reasonable out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) incurred by the Underwriters after the Closing Date in connection with the proposed purchase of any such Option Shares. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by any Underwriter that defaults on its obligations to purchase the Shares. View More

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Secur...ities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (vi) any fees charged by Underwriters in an amount not to exceed $15,000 when taken together with the rating agencies for rating the Securities; (vii) the reasonable fees and expenses reimbursed pursuant to clause (vii) below); (v) the cost of preparing stock certificates; (vi) the Trustee costs and the paying agent (including related fees and expenses charges of any counsel to such parties); (viii) transfer agent and any registrar; (vii) all reasonable expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA in an amount not to exceed $15,000 when taken together with the Financial Industry Regulatory Authority; reasonable fees and (ix) expenses reimbursed pursuant to clause (iv) above; (viii) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, investors (provided, however, that except as provided in Section 7 or this Section 11, the Underwriters and the Company shall each pay their own 50% of the cost of chartering any aircraft to be used in connection with the road show by the Company and the Underwriters); and (ix) all expenses and application fees related to the listing of the Shares on The Nasdaq Stock Market. The 23 Underwriters agree to reimburse the Company for out-of-pocket costs and expenses, including without limitation expenses (including the fees and disbursements expenses of their counsel counsel) reasonably incurred by the Company in connection with this Agreement and the offering contemplated hereby, up to 0.25% of the public offering price per share set forth on the cover of the Prospectus, for all Underwritten Shares and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. Option Shares. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) by the Underwriters, or any of them, because of any failure or refusal on the part of the Company for to comply with the terms or to fulfill any reason fails to tender of the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under conditions of this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by any Underwriter that defaults on its obligations to purchase the Shares. View More

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Secur...ities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by Underwriters not to exceed $30,000 without the rating agencies for rating the Securities; (vii) the fees and expenses prior written consent of the Trustee Company when taken together with the amount incurred in connection with clause (vii) below); (v) the cost of preparing stock certificates; (vi) the costs and the paying agent (including related fees and expenses charges of any counsel to such parties); (viii) transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, in an amount not to exceed $30,000 (exclusive of filing fees) without the Financial Industry Regulatory Authority; prior written consent of the Company when taken together with the amount incurred in connection with clause (iv) above; (viii) all reasonable and (ix) all documented expenses incurred by the Company in connection with any "road show" presentation to potential investors; investors, provided, however, that except as provided in Section 7 or this Section 11, the Company and the Underwriters shall each pay 50% of the total costs of chartering any aircraft to be used in connection with any such "road shows" ; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange. (b) Except as provided for by this Agreement, the Underwriters will pay all of their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising travel and lodging expenses (other than with respect to any road show presentation) connected with any offers they make. (b) of the Representatives. (c) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities Shares for delivery to the Underwriters (other than by reason of a default by any Underwriter) at the Closing Date or any Additional Closing Date, as applicable, in accordance with this Agreement or (iii) the Underwriters decline to purchase the Securities for Shares because any reason permitted under this Agreement, of the conditions to the Underwriters' obligations set forth in Section 6 have not been met, the Company agrees to reimburse the Underwriters for all reasonable and documented out-of-pocket costs and expenses (including the reasonable and documented fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. For the avoidance of doubt, the Company will not pay or reimburse any costs, fees or expenses incurred by any Underwriter that defaults on its obligations to purchase the Shares. View More

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities A...ct of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (vi) any fees charged Underwriters), provided that the amount payable by the rating agencies for rating Company pursuant to clause (iv) shall not exceed $10,000; (v) the Securities; (vii) cost of preparing stock certificates; (vi) the fees costs and expenses of the Trustee and the paying agent (including related fees and expenses charges of any counsel to such parties); (viii) transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, provided that the Financial Industry Regulatory Authority; and (ix) amount payable the Company pursuant to clause (vii) shall not exceed $45,000; (viii) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided in Section 7 or this Section 11, the Underwriters shall will pay their own costs all of the travel, lodging and expenses, including without limitation other expenses of the fees and disbursements Underwriters or any of their counsel employees incurred by them in connection with the "road show", and provided, further, that the Company will pay all of the cost of any advertising expenses (other than aircraft chartered in connection with respect to any such road show presentation) connected with any offers they make. the prior approval of the Company; and (ix) all expenses and application fees related to the listing of the Shares on the Nasdaq Market. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters (other than by reason of a default by any Underwriter) or, in the case of the Warrants, to the purchaser thereof or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by an Underwriter that defaults on its obligations to purchase the Securities. 38 12. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and any controlling persons referred to herein, and the affiliates of each Underwriter referred to in Section 7 hereof. Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Securities from any Underwriter shall be deemed to be a successor merely by reason of such purchase. View More

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will and each of the Subsidiary Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs in...cident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's Company's, the Subsidiary Guarantors' and GPII's counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); Underwriters not to exceed $15,000); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and the any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and FINRA; (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided in Section 7 or this Section 11, and (x) any expenses and application fees related to the Underwriters shall pay their own costs and expenses, including without limitation listing of the fees and disbursements of their counsel and Securities on any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. exchange, if applicable. (b) If (i) this Agreement is terminated pursuant to Section 9, 9 (other than the circumstances set forth in Sections 9(i), (iii) and (iv)), (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, Agreement (other than as a result of the circumstances set forth in Sections 9(i), (iii) and (iv)), the Company agrees and each of the Subsidiary Guarantors jointly and severally agree to reimburse the 27 Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. View More