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 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 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 (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) 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 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.
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Payment of Expenses.
(a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company
will shall, upon demand, pay or cause to be paid all
costs and expenses incident to the performance of its obligations
hereunder, under this Agreement, including
without limitation, (i) the costs incident (i)expenses relating to the
authorization, issuance, sale, preparation preparation, printing, filing and
delivery distribution of the
Securities Statutory Prospect...us, the Final Prospectus, the Registration Statement and each Permitted Free Writing Prospectus and any taxes payable in that connection; amendments thereof or supplements thereto, (ii) the costs incident expenses relating to the preparation, printing and filing under distribution of this Agreement, the Securities Act Class A Certificates, the Equipment Notes, the Operative Documents, any Underwriter's questionnaire or related matters, the blue sky survey by the Underwriters' counsel, (iii) expenses relating to the issuance and delivery of the Registration Statement, Class A Certificates to the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Underwriters, (iv) the fees and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each disbursements of the Transaction Documents; (iv) Company's counsel and accountants, (v) expenses of qualifying the Class A Certificates under state securities laws in accordance with Section 3(f) hereof, including filing fees and fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the blue sky survey, (vi) the fees and expenses of the Company's counsel Trustee, the Subordination Agent and independent accountants; (v) the Loan Trustee, and the fees and disbursements of their respective counsel, (vii) any fees charged by rating agencies for rating the Class A Certificates, (viii) all costs and expenses incurred in connection with related to review by the registration or qualification and determination of eligibility for investment Financial Industry Regulatory Authority, Inc. of the Securities under the laws of such jurisdictions as the Representatives may designate Class A Certificates (including filing fees and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) Underwriters relating to review), (ix) any fees charged by costs and expenses in connection with any electronic "road show", as well as any costs and expenses of the rating agencies for rating Company relating to investor presentations on any "road show", in each case undertaken in connection with the Securities; (vii) marketing of the Class A Certificates, (x) certain reasonable fees and expenses of counsel for the Trustee Underwriters in the amount previously agreed to between the Company and the paying agent (including related Underwriters, and (xi) the fees and expenses of any counsel to such parties); (viii) all expenses and application fees expenses, if any, incurred in connection with any filing with, and clearance the listing of the offering by, the Financial Industry Regulatory Authority; and (ix) Class A Certificates on any securities exchange. The Company will also cause to be paid all expenses incurred by incident to the Company in connection with any "road show" presentation performance of its obligations under the Equipment Notes and the Operative Documents and each of the other agreements and instruments referred 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) therein. If (i) this Agreement is terminated pursuant to by you in accordance with the provisions of Section 9, (ii) 4 or Section 9(i) or (iii) hereof, 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 shall, upon demand, reimburse the Underwriters for all 18 of their out-of-pocket costs and expenses (including expenses, including the reasonable fees and expenses disbursements of their counsel) reasonably counsel for the Underwriters, incurred by the Underwriters them in connection with this Agreement and the offering contemplated hereby. by this Agreement.
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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
stamp, transfer or similar taxes payable in t
...hat connection; (ii) the 25 costs incident to the preparation, preparation and printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, Offering Memorandum, any Issuer Free Writing Prospectus, any other Time of Sale Information Information, any Issuer Written Communication and the Prospectus Offering Memorandum (including all exhibits, amendments and supplements any amendment or supplement 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 JPMorgan 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); JPMorgan); (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 the approval of the offering by, the Financial Industry Regulatory Authority; 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, 8 hereof, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters JPMorgan or (iii) the Underwriters decline JPMorgan declines 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 JPMorgan for all out-of-pocket costs and expenses (including the fees and expenses of their its counsel) reasonably incurred by the Underwriters JPMorgan in connection with this Agreement and the offering contemplated hereby.
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Payment of Expenses. (a)
Whether or not The Partnership Parties agree to pay 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 their obligations
hereunder, under this Agreement, whether or not the transactions contemplated hereby are consummated, including without
limitation, 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 or reproduction and filing under with the Securities Act Commission of the Registration Statement (including financial statements and exhibits thereto), the Prospectus and each Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, the Preliminary Prospectus, any and each Issuer Free Writing Prospectus, and all amendments or supplements to 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 them, as may, in each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred case, be reasonably requested for use in connection with the offering and sale of the Units; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Units, including any stamp or transfer taxes in connection with the original issuance and sale of the Units; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Units; (v) the registration of the Units under the Exchange Act and the listing of the Units on the NYSE; (vi) any registration or qualification and determination of eligibility for investment of the Securities Units for offer and sale under the securities or blue sky laws of such jurisdictions as the Representatives may designate several states (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) Manager relating to such registration and qualification); (vii) any filings required to be made with FINRA (including filing fees charged and the reasonable fees and expenses of counsel for the Manager relating to such filings); (viii) the transportation and other expenses incurred by or on behalf of the rating agencies for rating Partnership's representatives in connection with presentations to prospective purchasers of the Securities; (vii) Units; (ix) the fees and expenses of the Trustee Partnership's accountants and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all (including local and special counsel) for the Partnership; (x) the reasonable 28 documented out-of-pocket expenses of the Manager, including the reasonable fees, disbursements and application fees incurred expenses of counsel for the Manager in connection with any filing with, this Agreement and clearance of the offering by, the Financial Industry Regulatory Authority; Registration Statement and (ix) all expenses incurred by the Company ongoing services in connection with any "road show" presentation the transactions contemplated hereunder and (xi) all other costs and expenses incident to potential investors; the performance by the Partnership Parties of their obligations hereunder; provided, however, that except as provided in Section Sections 3(a)(v), 5 and 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) 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 for Manager shall pay all of its own out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with entering into this Agreement and the offering transaction contemplated hereby. by this Agreement.
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Payment of Expenses.
(a) Whether The Company agrees to pay, or
not reimburse if paid by the Placement Agents, upon consummation of 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) hereby: (a) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities
to the Placement Agents a
...nd any taxes payable in that connection; (ii) (b) the costs incident to the registration of the Securities under the Securities Act; (c) the costs incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, the Base Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus, any Time of Sale Information amendments, supplements and the Prospectus (including all exhibits, amendments exhibits thereto or any document incorporated by reference therein and supplements thereto) and the distribution thereof; (iii) the costs of printing, reproducing and distributing each any transaction document by mail or other means of communications; (d) the reasonable fees and expenses (including related fees and expenses of one counsel for the Placement Agents) incurred in connection with securing any required review by FINRA of the Transaction Documents; (iv) terms of the sale of the Securities and any filings made with FINRA; (e) any applicable listing, quotation or other fees; (f) the reasonable fees and expenses 19 (including related fees and expenses of counsel to the Placement Agents) of qualifying the Securities under the securities laws of the several jurisdictions as provided in Section 4(i) and of preparing, printing and distributing wrappers, and "Blue Sky Memoranda," provided that the total fees and expenses of counsel to the Placement Agents to be paid by the Company under this Section 5(f) shall not exceed $5,000; (g) the cost of preparing and printing stock certificates, if any; (h) all fees and expenses of the registrar and transfer agent of the Conversion Shares and Warrant Shares; (i) the fees and expenses of counsel to the Placement Agents, not to exceed $50,000; and (j) all other costs and expenses incident to the Offering or the performance of the obligations of the Company under this Agreement (including, without limitation, the fees and expenses of the Company's counsel and the Company's 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 accountants and the preparation, printing travel 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 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 (ix) all other expenses incurred by the Company Company's personnel in connection with any "road show" presentation to potential investors; provided, however, that except including, without limitation, any expenses advanced by the Placement Agents on the Company's behalf (which will be promptly reimbursed)). Except as specifically provided in Section Sections 5, 7 or this Section 11, and 9, the Underwriters Placement Agents 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) 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 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. expenses.
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Payment of Expenses.
(a) Whether The Company agrees to pay, or reimburse if paid by the Underwriters, whether or not the transactions contemplated
by this Agreement hereby 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) terminated: (a) the costs incident to the authorization, issuance, sale, preparation and delivery of the
Securities Stock and Warrants and any t
...axes payable in that connection; (ii) (b) the costs incident to the registration of the Stock and Warrants under the Securities Act; (c) the costs incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, Statements, the Base Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus, any Time amendments, supplements and exhibits 19 thereto or any document incorporated by reference therein; (d) the fees and expenses (including related fees and expenses of Sale Information counsel for the Underwriters) incurred in connection with securing any required review by FINRA of the terms of the sale of the Stock and Warrants and any filings made with FINRA; (e) any applicable listing or other fees; (f) the Prospectus fees and expenses (including related fees and expenses of counsel for the Underwriters) of qualifying the Stock and Warrants under the securities laws of the several jurisdictions as provided in Section 4(j) and of preparing, printing and distributing wrappers, Blue Sky Memoranda and Legal Investment Surveys; (g) the cost of preparing and printing stock certificates and Warrants; (h) all exhibits, amendments fees and supplements thereto) expenses of the registrar and transfer agent of the distribution thereof; (iii) Stock and Warrants; (i) the costs of reproducing and distributing each expenses of the Transaction Documents; (iv) Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Stock and Warrants, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the officers of the Company and such consultants, including the cost of any aircraft chartered in connection with the road show, and (j) all other costs and expenses incident to the offering of the Stock and Warrants or the performance of the obligations of the Company under this Agreement (including, without limitation, the fees and expenses of the Company's counsel and the Company's independent accountants; (v) accountants); provided that the Company shall not be liable for and shall not be obligated to pay any fees and expenses incurred by the Underwriters and counsel for the Underwriters in connection with securing any required review by FINRA of the terms of the sale of the Stock and Warrants and any filings made with FINRA made in connection with the registration or qualification transactions contemplated herein and determination in the Preferred Stock Underwriting Agreement in excess of eligibility for investment of $10,000 in the Securities under aggregate; and provided further that, except to 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 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 (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as extent otherwise provided in Section 7 or this 5 and Section 11, 9 herein and Section 5 of the Preferred Stock Underwriting Agreement, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements expenses of their counsel for the Underwriters, any transfer taxes on the resale of any Stock and Warrants by them and the expenses of advertising any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) offering of the Stock and Warrants made by them. If (i) this Agreement is terminated pursuant to Section 9, (ii) by reason of the Underwriters' default, 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 shall not be obligated to reimburse the Underwriters for all out-of-pocket costs and any such expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. them.
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Payment of Expenses. (a) Whether or not the transactions contemplated by this
Agreement Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company
will hereby agrees to pay
or cause to be paid all costs and expenses incident to the performance of its obligations
hereunder, hereunder including
without limitation, the following: (i)
the costs incident all filing fees and communication expenses related to the
authorization, issuance, sale, preparation and deliv...ery registration of the Securities and any taxes payable to be sold in that connection; (ii) the costs incident to Offering including all expenses in connection with the preparation, printing printing, formatting for EDGAR 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 and any and all exhibits, amendments and supplements thereto) thereto and the distribution thereof; mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees all fees, disbursements and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred accountants 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 Securities Act and the preparation, printing and distribution of a Blue Sky Memorandum (including the related Offering; (iv) all fees and expenses in connection with listing the Shares and the Warrant Shares on the Nasdaq Global Market; (v) the costs of counsel for all mailing and printing of the Underwriters); underwriting documents (including this Agreement, any blue sky surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers' Agreement, Underwriters' Questionnaire and Power of Attorney); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and all reasonable travel expenses of the Trustee Company's officers and employees and any other expense of the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees Company incurred in connection with any filing with, and clearance attending or hosting meetings with prospective purchasers of the offering by, Securities; C-26 (vii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Financial Industry Regulatory Authority; Offering; (viii) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (ix) the cost and charges of any transfer agent or registrar for the Securities; (x) any reasonable cost and expenses in conducting background checks of the Company's officers and directors by a background search firm acceptable to the Representative; (xi) fees of Underwriters' Counsel; (xii) the cost of preparing, printing and delivering certificates representing each of the Securities; and (xiii) all other costs, fees and expenses incurred incident to the performance of the Company obligations hereunder which are not otherwise specifically provided for in this Section 5; provided, however, that the maximum amount of fees, costs and expenses payable by the Company in connection with any "road show" presentation respect of Maxim's legal fees shall be $90,000. The Company and the Representative acknowledge that the Company has previously paid to potential investors; provided, however, that except as provided the Representative advances in Section 7 or an amount of $25,000 (the "Advance") against the Representative's out-of-pocket expenses. Any portion of the Advance shall be returned back to the Company to the extent not actually incurred. (b) Notwithstanding anything to the contrary in this Section 11, 5, in the event that this Agreement is terminated by the Company, pursuant to Section 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay the out-of-pocket expenses actually incurred as allowed under FINRA Rule 5110 by the Underwriters shall pay their own costs and expenses, including without limitation through the date of such termination (including the fees and disbursements of their counsel and any advertising expenses (other than with respect Underwriters' Counsel ) in an aggregate amount not to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) exceed $25,500 less 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. Advance previously paid.
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Payment of Expenses.
(a) Whether or not The Company covenants and agrees with the
transactions contemplated by this Agreement are consummated or this Agreement is terminated, several Purchasers that the Company will 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 cost...s 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 fees, disbursements and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred accountants in connection with the registration or qualification and determination of eligibility for investment issue of the Securities under the laws of such jurisdictions as the Representatives may designate and the shares of Common Stock issuable upon conversion of the Securities and all other expenses in connection with the preparation, printing, reproduction and filing of the Preliminary Offering Memorandum and the Offering Memorandum and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Purchasers and dealers; (ii) the cost of printing and distribution of a or producing any Agreement among Purchasers, this Agreement, the Indenture, the Capped Call Confirmations, the Securities, the Blue Sky Memorandum and legal investment memoranda, closing documents (including any compilations thereof), Permitted General Solicitation Materials and any other documents in connection with the related offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities and the shares of Common Stock issuable upon conversion of the Securities for offering and sale under state securities laws as provided in Section 3(c) hereof, including the reasonable and documented fees and expenses disbursements of counsel for the Underwriters); (vi) Purchasers in connection with such qualification and in connection with the Blue Sky and legal investment memoranda; provided that the reasonable fees of counsel for the Purchasers relating to subclause (iii) of this Section 10 shall not exceed $10,000, (iv) any fees charged by the securities rating agencies services for rating the Securities; (vii) (v) the cost of preparing the Securities; (vi) the fees and expenses of the Trustee and any agent of the paying agent (including related Trustee and the fees and expenses disbursements of any counsel to such parties); (viii) all expenses and application fees incurred for the Trustee in connection with any filing with, the Indenture and clearance of the offering by, the Financial Industry Regulatory Authority; Securities; (vii) all costs and (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, purchasers of the Securities; (viii) any cost incurred in connection with the listing of the shares of Common Stock issuable upon conversion of the Securities; and (ix) all other costs and expenses incident 30 to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section, including any stamp, transfer and similar taxes in connection with the original issue and sale of the Securities to the Purchasers. It is understood, however, that that, except as provided in Section 7 or this Section 11, 10, and Sections 6 and 13 hereof, the Underwriters shall Purchasers will pay all of their own costs and expenses, including without limitation the fees and disbursements of their counsel counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses (other than with respect to any road show presentation) connected with any offers they may make. (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 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.
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Payment of Expenses. (a) Whether or not the transactions contemplated by this
Agreement Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company
will hereby agrees to pay
or cause to be paid all costs and expenses incident to the performance of its obligations
hereunder, hereunder including
without limitation, the following: (i)
the costs incident all filing fees and communication expenses related to the
authorization, issuance, sale, preparation and deliv...ery registration of the Securities and any taxes payable to be sold in that connection; (ii) the costs incident to Offering including all expenses in connection with the preparation, printing printing, formatting for EDGAR 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 and any and all exhibits, amendments and supplements thereto) thereto and the distribution thereof; mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees all fees, disbursements and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred accountants 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 Securities Act and the preparation, printing and distribution of a Blue Sky Memorandum (including the related Offering; (iv) all fees and expenses in connection with listing the Shares and the Warrant Shares on the Nasdaq Global Market; (v) the costs of counsel for all mailing and printing of the Underwriters); underwriting documents (including this Agreement, any blue sky surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers' Agreement, Underwriters' Questionnaire and Power of Attorney); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and all reasonable travel expenses of the Trustee Company's officers and employees and any other expense of the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees Company incurred in connection with any filing with, and clearance attending or hosting meetings with prospective purchasers of the offering by, Securities; (vii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Financial Industry Regulatory Authority; Offering; (viii) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (ix) the cost and charges of any transfer agent or registrar for the Securities; (x) any reasonable cost and expenses in conducting background checks of the Company's officers and directors by a background search firm acceptable to the Representative; (xi) fees of Underwriters' Counsel; (xii) the cost of preparing, printing and delivering certificates representing each of the Securities; (xiii) all other costs, fees and expenses incurred incident to the performance of the Company obligations hereunder which are not otherwise specifically provided for in this Section 5; provided, however, that the maximum amount of fees, costs and expenses payable by the Company in connection with any "road show" presentation respect of Maxim's legal fees shall be $[●]. The Company and the Representative acknowledge that the Company has previously paid to potential investors; provided, however, that except as provided the Representative advances in Section 7 or an amount of $25,000 (the "Advance") against the Representative's out-of-pocket expenses. Any portion of the Advance shall be returned back to the Company to the extent not actually incurred. (b) Notwithstanding anything to the contrary in this Section 11, 5, in the event that this Agreement is terminated by the Company, pursuant to Section 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay the out-of-pocket expenses actually incurred as allowed under FINRA Rule 5110 by the Underwriters shall pay their own costs and expenses, including without limitation through the date of such termination (including the fees and disbursements of their counsel and any advertising expenses (other than with respect Underwriters' Counsel ) in an aggregate amount not to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) exceed $25,500 less 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. Advance previously paid.
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Payment of Expenses. (a) Whether or not the transactions contemplated by this
Agreement Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company
will hereby agrees to pay
or cause to be paid all costs and expenses incident to the performance of its obligations
hereunder, hereunder including
without limitation, the following: (i)
the costs incident all filing fees and communication expenses related to the
authorization, issuance, sale, preparation and deliv...ery registration of the Securities and any taxes payable to be sold in that connection; (ii) the costs incident to Offering including all expenses in connection with the preparation, printing printing, formatting for EDGAR 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 and any and all exhibits, amendments and supplements thereto) thereto and the distribution thereof; mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees all fees, disbursements and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred accountants 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 Securities Act and the preparation, printing and distribution of a Blue Sky Memorandum (including the related Offering; (iv) all fees and expenses in connection with listing the Shares and the Warrant Shares on the Nasdaq Global Market; (v) the costs of counsel for all mailing and printing of the Underwriters); underwriting documents (including this Agreement, any blue sky surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers' Agreement, Underwriters' Questionnaire and Power of Attorney); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and all reasonable travel expenses of the Trustee Company's officers and employees and any other expense of the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees Company incurred in connection with any filing with, and clearance attending or hosting meetings with prospective purchasers of the offering by, Securities; (vii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Financial Industry Regulatory Authority; Offering; (viii) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (ix) the cost and charges of any transfer agent or registrar for the Securities; (x) any reasonable cost and expenses in conducting background checks of the Company's officers and directors by a background search firm acceptable to the Representative; (xi) fees of Underwriters' Counsel; 27 (xii) the cost of preparing, printing and delivering certificates representing each of the Securities; (xiii) all other costs, fees and expenses incurred incident to the performance of the Company obligations hereunder which are not otherwise specifically provided for in this Section 5; provided, however, that the maximum amount of fees, costs and expenses payable by the Company in connection with any "road show" presentation respect of Maxim's legal fees shall be $90,000. The Company and the Representative acknowledge that the Company has previously paid to potential investors; provided, however, that except as provided the Representative advances in Section 7 or an amount of $25,000 (the "Advance") against the Representative's out-of-pocket expenses. Any portion of the Advance shall be returned back to the Company to the extent not actually incurred. (b) Notwithstanding anything to the contrary in this Section 11, 5, in the event that this Agreement is terminated by the Company, pursuant to Section 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay the out-of-pocket expenses actually incurred as allowed under FINRA Rule 5110 by the Underwriters shall pay their own costs and expenses, including without limitation through the date of such termination (including the fees and disbursements of their counsel and any advertising expenses (other than with respect Underwriters' Counsel ) in an aggregate amount not to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) exceed $25,500 less 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. Advance previously paid.
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Payment of Expenses.
(a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the 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; (ii) the costs incident to the preparation, printing and filing under th...e 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 costs, fees and expenses incurred in connection with the registration or qualification performance of its obligations hereunder and determination of eligibility for investment in connection with the transactions contemplated hereby, including (i) all expenses incident to the issuance and delivery of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, Offered Shares (including all printing and distribution of a Blue Sky Memorandum (including the related engraving costs), (ii) all fees and expenses of counsel for the Underwriters); (vi) any registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the Underwriters, (iv) all fees charged and expenses of the Company's counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the rating agencies Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys' fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for rating offer and sale under the Securities; state securities or blue sky Laws or the provincial securities Laws of Canada, and, if requested by the Representative, preparing and printing a "Blue Sky Survey" or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, in an amount not to exceed $7,500, (vii) the fees and expenses of the Trustee Underwriters including the fees and expenses of the paying agent (including related counsel to the Underwriters, payable upon the execution of this Agreement, in an amount not to exceed $100,000, (viii) the costs and expenses of the Company relating to investor presentations on any "road show", any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Shares, including expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred consultants engaged in connection with any filing with, and clearance the road show presentations with the prior approval of the offering by, Company, travel and lodging expenses of the Financial Industry Regulatory Authority; Representative, employees and (ix) all expenses incurred by officers of the Company and any such consultants, (ix) the fees and expenses associated with listing the Offered Shares on the Nasdaq and the TSX, and (x) all other fees, costs and expenses of the nature referred to in connection with any "road show" presentation Item 13 of Part II of the Registration Statement. Any such amount payable to potential investors; provided, however, that except the Underwriters may be deducted from the purchase price for the Offered Shares. Except as provided in Section 7 or this Section 11, 4 or in Section 7, Section 9 or Section 10, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements of their counsel counsel. -28- 5. Covenants of the Underwriters. Each Underwriter severally and not jointly covenants with the Company as follows: (a) such Underwriter will not to take any advertising expenses (other than action that would result in the Company being required to file with respect the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, be required to be filed by the Company under Rule 433(d); and (b) such Underwriter will not sell any of the Offered Shares to any road show presentation) connected person that the Underwriter knows: (i) is a resident of Canada; or (ii) is purchasing with any offers they make. (b) If (i) this Agreement is terminated pursuant the intent 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 for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters immediately resell Offered Shares in connection with this Agreement and the offering contemplated hereby. Canada.
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