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 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 and any "Canadian wrapper" (including the related reasonable and documented 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, FINRA (including the Financial Industry Regulatory Authority; related reasonable and (ix) documented fees and expenses of counsel for the Underwriters not to exceed $35,000); (viii) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, investors (provided that except the Underwriters and the Company shall each pay 50% of the cost of any aircraft or other transportation chartered in connection with the "road show"); and (ix) all expenses and application fees related to the listing of the Shares on the Nasdaq Market. Except as provided in Section 7 or for by this Section 11, Agreement, the Underwriters shall pay their own costs and expenses, including without limitation bear the fees and disbursements expenses of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. for the Underwriters. (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 reasonable 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 if this Agreement is terminated pursuant to Section 10 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses. 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 Issuers and each of the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation, limitation: (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Notes and any taxes payable in th...at 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 other 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 Issuers' and the Guarantors' 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 Representative 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 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, FINRA, and the Financial Industry Regulatory Authority; approval of the Notes for book-entry transfer by DTC; and (ix) all expenses incurred by the Company Issuers 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 pay their own costs and expenses, including without limitation 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. investors. 23 (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company Issuers for any reason fails fail to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Notes for any reason permitted under this Agreement, each of the Company agrees Issuers and each of the Guarantors jointly and severally agree 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 agrees 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; connection therewith; (ii) the costs incident to the preparation, printing a...nd 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 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 reasonable 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 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, FINRA, and the Financial Industry Regulatory Authority; approval of the Securities for book-entry transfer by DTC; and (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, the Underwriters shall pay their own costs and expenses, including without limitation 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. investors. (b) If (i) this Agreement is terminated pursuant to Section 9, 9 hereof, (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, 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. 28 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 pay or cause to be paid all costs and expenses incident to the performance of its respective 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 unde...r 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 30 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; (iv) the fees and expenses of the Selling Stockholders' respective counsel; (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 state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative 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), provided that the rating agencies reimbursement obligation for rating the Securities; (vii) the such fees and expenses does not exceed $15,000; (vi) the cost of preparing stock certificates; (vii) the Trustee costs 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, FINRA, provided that the Financial Industry Regulatory Authority; reimbursement obligation for any such fees and expenses representing fees and expenses of counsel for the Underwriters shall not exceed $30,000; (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, investors, it being understood that except as provided in Section 7 or this Section 11, 11 or Section 15 hereof, 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 and any advertising expenses (other than with respect to any road show presentation) connected employees incurred by them in connection with any offers they make. "roadshow" presentation to potential investors and 50% of the costs of any aircraft chartered in connection with the "road show" presentation; and (x) all expenses and application fees related to the listing of the Shares on the Exchange. (b) If (i) this Agreement is terminated pursuant to Section 9, 11, (ii) the Company or the Selling Stockholders for any reason fails fail 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. View More

Payment of Expenses. (a) Whether or not the transactions contemplated by this Underwriting Agreement are consummated or this Underwriting 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 copying and delivery distribution of the Securities 19 Indenture and any taxes payable in that connection; the preparation of the cer...tificates representing the Securities; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the any Preliminary Prospectus, 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 printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of reproducing such copies of any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Disclosure Package and distributing the Prospectus, and all amendments or supplements to either of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Transaction Documents; Securities; (iv) the fees preparation, printing, authentication, issuance and expenses delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Company's counsel Securities; (v) the printing (or reproduction) and independent accountants; (v) delivery of this Underwriting Agreement and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the securities or blue sky laws of such jurisdictions as the Representatives may designate (including filing fees) and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (vi) (vii) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Securities; (viii) the fees and expenses of the Company's accountants and the fees and expenses of counsel (including local and special counsel) for the Company; (ix) any fees charged by the securities rating agencies services for rating the Securities; (vii) (x) the fees and expenses of the Trustee and any agent of the Trustee, including any paying agent (including related agent, and the fees and expenses disbursements of any counsel to such parties); (viii) for the Trustee in connection with the Indenture and the Securities; (xi) all expenses and application fees incurred in connection with any filing with, and clearance of the any offering by, by the Financial Industry Regulatory Authority; Authority, Inc.; and (ix) (xii) all other costs and expenses incurred by the Company in connection with any "road show" presentation incident to potential investors; provided, the performance by the Company of its obligations hereunder. It is understood, however, that except as provided in Section 7 or this Section 11, 10 and Section 7, the Underwriters shall will pay all of their own costs and expenses, including without limitation 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. counsel. (b) If (i) this Underwriting Agreement is terminated pursuant to Section 9, 8, (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 Underwriting 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 Underwriting 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 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 disbursements of counsel to the Underwriter including, without limitation, fees and disbursements incurred in the qualification of the Securities under securities laws in accordance with the provisions of Section 4(f) hereof and 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 preparation of a Blue Sky Memorandum (including the related "blue sky survey, " and any supplement thereto (all of which legal fees and expenses disbursements of counsel to the Underwriter shall not exceed an aggregate of $35,000); (v) the cost of preparing the Securities; (vi) the costs and charges of any trustee, registrar or paying or authenticating agent for the Underwriters); (vi) Securities; (vii) 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 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; FINRA; and (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, the Underwriters shall pay their own costs and expenses, including without limitation 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. (b) investors. If (i) this Agreement is terminated pursuant to Section 9, (ii) 9(ii) or 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, Underwriter, the Company agrees to reimburse the Underwriters Underwriter for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters Underwriter in connection with this Agreement and the offering contemplated hereby. View More

Payment of Expenses. (a) a. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will and each of the 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, following: (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 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 and the Guarantors' 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); (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; Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all other costs and expenses incurred by incident to the performance of the obligations of the Company or the Guarantors hereunder which are not otherwise specifically provided for in connection with any "road show" presentation to potential investors; provided, however, that except this Section. Except as provided in Section this Section, and Sections 7 or this Section 11, and 9 hereof, the Underwriters shall will pay all of their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers of the Securities that they may make. (b) 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 or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees and each of the Guarantors jointly and severally agree 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, but the Company shall then be under no further liability to any Underwriter in respect of such Securities except as provided in this Section and Section 7 hereof. View More

Payment of Expenses. (a) Whether or not the transactions contemplated by this Underwriting Agreement are consummated or this Underwriting 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 copying and delivery distribution of the Securities Indenture and any taxes payable in that connection; the preparation of the certif...icates representing the Securities; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the any Preliminary Prospectus, 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 printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of reproducing such copies of any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Disclosure Package and distributing the 19 Prospectus, and all amendments or supplements to either of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Transaction Documents; Securities; (iv) the fees preparation, printing, authentication, issuance and expenses delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Company's counsel Securities; (v) the printing (or reproduction) and independent accountants; (v) delivery of this Underwriting Agreement and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the securities or blue sky laws of such jurisdictions as the Representatives may designate (including filing fees) and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (vi) (vii) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Securities; (viii) the fees and expenses of the Company's accountants and the fees and expenses of counsel (including local and special counsel) for the Company; (ix) any fees charged by the securities rating agencies services for rating the Securities; (vii) (x) the fees and expenses of the Trustee and any agent of the Trustee, including any paying agent (including related agent, and the fees and expenses disbursements of any counsel to such parties); (viii) for the Trustee in connection with the Indenture and the Securities; (xi) all expenses and application fees incurred in connection with any filing with, and clearance of the any offering by, by the Financial Industry Regulatory Authority; Authority, Inc.; and (ix) (xii) all other costs and expenses incurred by the Company in connection with any "road show" presentation incident to potential investors; provided, the performance by the Company of its obligations hereunder. It is understood, however, that except as provided in Section 7 or this Section 11, 10 and Section 7, the Underwriters shall will pay all of their own costs and expenses, including without limitation 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. counsel. (b) If (i) this Underwriting Agreement is terminated pursuant to Section 9, 8, (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 Underwriting 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 Underwriting Agreement and the offering contemplated hereby. View More

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement Transactions are consummated or this Agreement is terminated, the Company will and each of the Guarantors jointly and severally agree to pay or cause to be paid all reasonable 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 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 counsel and independent accountants; the Independent Auditors; (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 Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum 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 any paying agent (including related fees and expenses of any outside counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, Offering by the Financial Industry Regulatory Authority; Authority, Inc.; and (ix) all expenses and application fees incurred in connection with the approval of the Notes for book-entry transfer by the DTC. The Company shall not be obligated to pay any expenses incurred in connection with any "road show" presentation to potential investors; provided, however, that except investors (including investor meetings, ground transportation, conference calls, NetRoadshow and document processing). Neither the Company nor any Guarantor shall be obligated in any manner to pay or reimburse any expenses or other costs of any of the Underwriters, other than as provided set forth in Section 7 or clauses (v), (viii) and (ix) of this paragraph, paragraph (b) of this Section 11, and pursuant to Section 7, including, but not limited to, the Underwriters shall pay their own costs and expenses, including without limitation expenses of the fees and disbursements of their Underwriters' legal counsel and or any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. costs incurred by the Underwriters. -19- (b) If (i) this Agreement is terminated pursuant to Section 9, 9 (other than clauses (i), (iii) and (iv) of Section 9), (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, the Company agrees to reimburse the Underwriters for all reasonable and actual out-of-pocket costs and expenses (including the fees and expenses of their its outside counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. Offering. 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 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 incident to t...he 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 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 Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum 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 any paying agent (including related fees and expenses of any outside counsel to such parties); and (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, Offering by the Financial Industry Regulatory Authority; and (ix) all Authority, Inc. The Company shall not be obligated to pay any expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except investors (including investor meetings, ground transportation, conference calls, NetRoadshow and document processing). The Company shall not be obligated in any manner to pay or reimburse any expenses or other costs of any of the Underwriters, other than as provided set forth in Section 7 or clauses (v) and (viii) of this paragraph, paragraph (b) of this Section 11, and pursuant to Section 7, including, but not limited to, the Underwriters shall pay their own costs and expenses, including without limitation expenses of the fees and disbursements of their Underwriters' legal counsel and or any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. costs incurred by the Underwriters. -28- (b) If (i) this Agreement is terminated pursuant to Section 9, 9 (other than clauses (i), (iii) and (iv) of Section 9), (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, the Company agrees to reimburse the Underwriters for all reasonable and actual out-of-pocket costs and expenses (including the fees and expenses of their its outside counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. Offering; provided that in no event shall such costs and expenses (other than, for the avoidance of doubt, any costs or expenses pursuant to Section 7) to be reimbursed by the Company exceed $100,000. View More