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; this Agreement; (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 and preparation and distribution of a "Canadian wrapper" for the Prospectus (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 Underwriters, which fees and expenses shall not exceed $10,000 in the aggregate); (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, 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 and (x) all expenses and application fees related to the listing of the Shares on Nasdaq. It is understood that, subject to this Section 11, 11(a) and Section 11(b) below, the Underwriters shall will pay all of their own costs and expenses, including without limitation 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. counsel. 26 (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 Underwriters, or (iii) this Agreement is terminated as a result of the Underwriters decline failure by the Company to purchase satisfy the Securities for any reason permitted under this Agreement, conditions in Section 6, the Company agrees to reimburse the Underwriters for all accountable 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 actually incurred and incident to the performance of its obligations hereunder, including without limitation, (i) the -28- 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 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 and any "Canadian Wrapper" (including the related fees and expenses of counsel for the Underwriters); Underwriters up to a maximum of $15,000); (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 fees and (ix) expenses of counsel for the Underwriters up to a maximum of $30,000); (viii) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, and (ix) all expenses and application fees related to the listing of the Shares on the Exchange. It is understood, however, that except as provided in this Section 11 or Section 7 or this Section 11, hereof, the Underwriters shall will pay their own costs and expenses, including without limitation the fees and disbursements of their counsel and counsel, stock transfer taxes on the resale of any of the Shares owned by them, any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. may make and all travel, lodging and other expenses of the Underwriters or any of their employees incurred by them in connection with any "road show" presentation to potential investors. (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) actually and 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; this Agreement; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) 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 Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of reasonably incurred by counsel for the Underwriters); (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; (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) 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 Nasdaq Market. (b) If (i) this Agreement is terminated pursuant to clause (i) or (ii) of 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, Agreement (other than following termination of this Agreement pursuant to clause (iii) or (iv) of Section 9 or Section 10(c)), 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 case of termination under Section 10(c), the Company shall not reimburse the defaulting Underwriter for any out-of-pocket costs and expenses. 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 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. -31- (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 pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, 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 und...er the Securities Act of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information the 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 reasonable 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); (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, provided, however, that the Financial Industry Regulatory Authority; amounts payable by the Company for the fees and (ix) disbursements of counsel to the Underwriters pursuant to subsections (iv) and (vii) shall not exceed $30,000 in the aggregate; (viii) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, (ix) all expenses and application fees related to the listing of the Shares on the Exchange; and (x) all of the fees and disbursements of 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. It is further understood, however, that except as provided in this Section and Section 7 or this Section 11, hereof, the Underwriters shall will pay all of their own costs and expenses, including without limitation the fees and disbursements of their counsel counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. may make and lodging expenses incurred by them in connection with any road show, as applicable. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason reason, fails to tender the Securities Shares for delivery to the Underwriters (other than those set forth in clauses (i), (iii) or (iv) of Section 9) 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 reasonable and documented 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. Notwithstanding the foregoing, if this Agreement is terminated due to default by the Underwriters as set forth under Section 10 (but only with respect to the defaulting Underwriters), the Underwriters agree to pay their own expenses incurred 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; this Agreement; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the reasonable 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 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; (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, (x) all expenses and application fees related to the Underwriters shall pay their own listing of the Shares on the Nasdaq Global Select Market and (xi) all other costs and expenses, including without limitation expenses incident to the fees and disbursements performance of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. the obligations of the Company hereunder for which provision is not otherwise made in this Section. 26 (b) If (i) this Agreement is terminated pursuant to clause (i) or (ii) of 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, Agreement (other than following termination of this Agreement pursuant to clause (iii) or (iv) of Section 9), 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 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 Notes and any taxes payable in that connection; connection therewith; (ii) the all costs incident to and expenses incurred in co...nnection with the preparation, printing and printing, filing under the Securities Act Act, shipping and distribution of the Registration Statement, the Preliminary Prospectus, the Pricing Disclosure Package, any Issuer Free Writing Prospectus, any Time of Sale Information Prospectus and the Prospectus (including and all exhibits, amendments amendments, exhibits and supplements thereto) thereto, and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) (iii) 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 Notes under the state or foreign securities or blue sky laws (including insurance securities laws) of such jurisdictions as the Representatives may designate reasonably request in writing and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) the cost of preparing the Global Note; (vi) any fees charged by the rating agencies for rating the Securities; Notes; (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 fees and expenses and application fees incurred of the Company in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; Authority, and the approval of the Notes by DTC for "book-entry" transfer; 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, 8, (ii) the Company for any reason fails to tender the Securities Notes for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Notes 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 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 their respective 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 co...sts 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 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 35 for rating the Securities; (vii) the fees and expenses of the Trustee, the Collateral Agent, the Units 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; (ix) the fees and expenses incurred with respect to creating, documenting and perfecting the security interests in the Collateral as contemplated by the Collateral Documents (including the related reasonable fees and expenses of counsel to the Underwriters for all periods prior to and after the Closing Date); (x) 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 (xi) all expenses and application fees related to the listing or this Section 11, qualification of the Underwriters shall pay their own Underlying Common Stock for trading on the Exchange; (xii) the cost of preparing stock certificates; and (xiii) the costs and expenses, including without limitation the fees and disbursements charges of their counsel any transfer agent and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. registrar. (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 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 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 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 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 the rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any registrar or paying or authenticating agent for the paying agent (including related fees and expenses of any counsel to such parties); Securities; (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, if any; and (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, investors. Upon consummation of the sale of the Securities, the Company shall reimburse the Underwriters' for all out-of-pocket costs and expenses that except as provided in Section 7 or this Section 11, shall have been reasonably incurred by the Underwriters shall pay their own costs in connection with the purchase and expenses, the offering and sale of the Securities, including without limitation the but not limited to fees and disbursements of their counsel counsel, printing expenses, travel expenses, postage, facsimile and telephone charges (together, the "Fees and Expenses"). If this Agreement is terminated by the Underwriters pursuant to Section 6 or 9, or if the sale to the Underwriters of the Securities on the Closing Date is not consummated because of any advertising expenses (other than refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Underwriters (or such Underwriters as have terminated this Agreement with respect to any road show presentation) connected with any offers they make. themselves), severally, upon demand for all Fees and Expenses. 26 (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 to reimburse the Underwriters (other than any defaulting Underwriter) 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 the Underwriters except as provided in Sections 7 and 11 hereof. 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, limitation: (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Units 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 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 Units 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; cost of preparing share 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, trustee, warrant agent and registrar; (viii) 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; reasonable and documented fees and expenses of counsel for the Underwriters relating to such filings up to $25,000); (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, (x) the Underwriters shall pay their own costs expenses of investigations and expenses, including without limitation background checks, not to exceed $5,000 per person; and (xi) all expenses and application fees related to the fees and disbursements listing of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. the Units on Nasdaq.1 (b) If (i) this Agreement is terminated pursuant to Section 9, 9 (other than clauses (iii) and (iv)), (ii) the Company for any reason fails to tender the Securities Units for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Units 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. Offering. View More