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.
View More
Payment of Expenses.
(a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will pay or cause to be paid all
costs expenses incident to the performance of the obligations of the Company under this Agreement, including (i) expenses relating to the preparation, printing, filing and
distribution of the Pricing Disclosure Package, each Issuer Free Writing Prospectus listed on Schedule IV(a) hereto and the Prospectus and any amendments thereof o...r supplements thereto, (ii) expenses relating to the preparation, printing and distribution of any agreement among Underwriters, this Agreement, the Certificates, the Equipment 13 Notes, the Operative Documents, the Blue Sky Survey by the Underwriters' counsel, (iii) expenses relating to the issuance and delivery of the Certificates to the Underwriters, (iv) the fees and disbursements of the Company's counsel and accountants, (v) reasonable expenses of qualifying the Certificates under state securities laws in accordance with Section 3(d), including filing fees and reasonable 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 Trustee, the Subordination Agent, the Liquidity Provider and the Loan Trustee, and the fees and disbursements of their respective counsel, (vii) any fees charged by rating agencies for rating the Class AA Certificates, Class A Certificates and Class B Certificates, (viii) certain fees and expenses of counsel for the Underwriters as heretofore agreed and (ix) all expenses incurred in connection with any roadshow presentation, if any, or investor presentation, if any, to potential investors. The Company will also cause to be paid all 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 Operative Documents 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 other agreements and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred instruments referred to therein which are not otherwise specifically provided for 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, this Section. It is understood, however, that that, except as provided in Section this Section, and Sections 2, 7 or this Section 11, and 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, transfer taxes on resale of any of the Certificates 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.
View More
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 Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the laws registrar and transfer agent of such jurisdictions as the Representatives may designate Shares, (iii) all fees and expenses of the Company's counsel, independent public or certified public accountants and other advisors, (iv) all costs and expenses incurred in connection with the preparation, printing 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 Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (v) 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 offer and sale under the state securities or blue sky Laws or the provincial securities Laws of Canada, and, if requested by the Representatives, preparing and printing a Blue "Blue Sky Memorandum Survey" or memorandum and a "Canadian wrapper", and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) any required review by FINRA of the terms of sale of the Stock (including the related fees and expenses of counsel for to the Underwriters); (vi) any fees charged Underwriters, provided, however, that the amounts payable by the rating agencies for rating Company to the Securities; Underwriters pursuant to clauses (v) and (vi) shall not exceed $20,000 in the aggregate); (vii) the Company, on one the hand, and the Underwriters, on the other hand, shall each pay 50% of the cost of any chartered plane, chartered jet or other chartered aircraft authorized in advance by the Company used in connection with any "roadshow" presentation to potential investors; (viii) the fees and expenses of associated with listing the Trustee Offered Shares on the Nasdaq, and the paying agent (including related fees (ix) all other fees, costs and expenses of any counsel the nature referred to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance Item 13 of Part II of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred by Registration Statement, provided that the Company shall be liable for documentary, stamp, registration, issuance, transfer or similar taxes only pursuant to and to the extent provided in connection with any "road show" presentation Section 3(s). 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. -24- 5. Covenant of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any advertising expenses (other than action that would result in the Company being required to file with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated the Commission pursuant to Section 9, (ii) 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 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. Rule 433(d).
View More
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 $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.
View More
Payment of Expenses.
(a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will pay
or cause to be paid all
costs and expenses incident to the performance of its obligations
hereunder, under this Underwriting Agreement, 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, pri
...nting and filing under the Securities Act of the Registration Statement, Statement (including financial statements and any schedules or exhibits and any document incorporated therein by reference) as originally filed and of each amendment or supplement thereto, (ii) the Preliminary Prospectus, preparation, printing and delivery to the Underwriters of this Underwriting Agreement, any Issuer Free Writing Prospectus, any Time agreement among Underwriters and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; Shares, (iii) the costs of reproducing preparation, issuance and distributing each delivery of the Transaction Documents; Shares and any certificates for the Shares to the Underwriters, including any transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Shares to the Underwriters and any charges of DTC in connection therewith, (iv) the reasonable fees and expenses disbursements of the Company's counsel counsel, accountants and independent accountants; other advisors or agents (including transfer agents and registrars), (v) the qualification of the Shares under state securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and expenses incurred the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation, printing and delivery of the Blue Sky Survey, and any amendment thereto, (vi) the printing and delivery to the Underwriters of copies of the Prospectus and any amendments or supplements thereto, (vii) the listing of the Shares on The Nasdaq Global Select Market, (viii) the filing fees incident to, and the reasonable documented fees and disbursements of counsel to the Underwriters in connection with, the review, if any, by the Financial Industry Regulatory Authority of the terms of the sale of the Shares and (ix) the filing fees payable to the Commission or reimbursement for the amount deducted from the Company's prepaid account with the Commission in connection with the registration or qualification and determination of eligibility for investment therewith 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. Shares.
View More
Payment of Expenses.
(a) Whether (a)The Company and the Guarantors agree, whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated,
the Company will to pay
or cause to be paid all
costs expenses, costs, fees and
expenses taxes incident to
the performance of its obligations hereunder, including without limitation, and in connection with (i)
the costs incident to the authorization, issuance,
sale, preparation sale and delivery of the Securities
to be sold by the Co...mpany and the Guarantors and any stamp duties, transfer or other taxes payable in that connection; (ii) the costs incident to the preparation, preparation and printing and filing under the Securities Act of the Registration Statement, Preliminary Memoranda, the Final Memorandum, any Issuer Written Communication, and any amendment or supplement thereto; (iii) the distribution of the Preliminary Prospectus, Memoranda, the Final Memorandum, any Issuer Free Writing Prospectus, Written Communication, and any Time of Sale Information and the Prospectus (including amendment or supplement thereto, or any document incorporated by reference therein, all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; as provided in this Agreement; (iv) the fees production and expenses distribution of the Company's counsel this Agreement, any supplemental agreement among Initial Purchasers, and independent accountants; (v) the fees and expenses incurred any other related documents in connection with the registration or offering, purchase, sale and delivery of the Securities; (v) the qualification and determination of eligibility for investment of the Securities under the state securities laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including related reasonable fees and expenses of counsel to the related Initial Purchasers); (vi) the investor presentations, any pre-marketing activities or any "road show" undertaken in connection with the marketing of the Securities, including, without limitation, reasonable expenses associated with any electronic road show, travel and lodging expenses of the representatives and officers of the Company and the Initial Purchasers and the cost of any aircraft chartered in connection with the road show; (vii) the fees and expenses of the Company's accountants, the fees and expenses of counsel for the Underwriters); (vi) any Company and the fees charged by and expenses of counsel for the rating agencies for rating the Securities; (vii) Initial Purchasers; (viii) 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; Trustee; and (ix) all other costs and expenses incurred by incident to the performance of the obligations of the Company in connection with any "road show" presentation pursuant to potential investors; provided, however, that except this Agreement. Except as provided in Section 7 or this Section 11, the Underwriters Initial Purchasers 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 (excluding the fees and expenses of their counsel), any transfer taxes on resale of the Securities by them and the expenses of advertising any offering of the Securities made by the Initial Purchasers. 25 (b) If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Initial Purchasers set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Initial Purchasers, the Company will reimburse the Initial Purchasers severally through the Representative on demand for all expenses (including reasonable fees and disbursements of counsel) reasonably that shall have been incurred by the Underwriters them in connection with this Agreement the proposed purchase and sale of the offering contemplated hereby. Securities.
View More
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 without limitation (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 fees and expenses of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the engraving costs), (ii) all fees and expenses of the Trustee registrar and transfer agent of the paying agent (including related Offered 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 and expenses of any counsel to such parties); (viii) the Company's counsel, independent public or certified public accountant and other advisors, (v) all costs and expenses and application fees incurred in connection with any filing with, the preparation, printing, filing, shipping and clearance distribution of the offering 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 Financial Industry Regulatory Authority; Company, and (ix) each Preliminary Prospectus, 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 "road show" presentation to potential investors; provided, however, that except as provided in Section 7 part of the Offered Shares for offer and sale under the state securities or this Section 11, blue sky laws, and, if requested by the Representative, preparing and printing a "Blue Sky Survey" or memorandum, and any supplements thereto, advising the Underwriters shall pay their own costs of such qualifications, registrations and expenses, including without limitation exemptions, (vii) 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 costs, fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement determining their compliance with the rules and regulations of FINRA related to the Underwriters' participation in the offering and distribution of the Offered Shares, including any related filings fees and the legal fees of, and disbursements by, counsel to the Underwriters, (viii) the costs and expenses of the Company relating to investor presentations on any "road show", 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, reasonable travel and lodging expenses of the Representative approved by the Company in advance, employees and officers of the Company and any such consultants, (ix) the fees and expenses associated with listing the Offered Shares on the Nasdaq Capital Market of the NASDAQ, (x) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement, (xi) all actual and documented out-of-pocket expenses and all fees of the Underwriters' legal counsel and other out-of-pocket expenses of the Underwriters reasonably incurred in connection with the transactions contemplated hereby; provided, that the amount payable pursuant to the foregoing clauses (vi), (vii) and (xi) in the aggregate shall not exceed $100,000, (xii) the costs and fees of any escrow agent and the actual out-of-pocket costs incurred by the Underwriters in connection with clearing agent settlement and financing, which cost shall not exceed $15,950, (xiii) $50,000 to Wainwright for non-accountable expenses, (xiv) costs associated with the use of a third-party electronic road show service (such as NetRoadshow) in an amount not to exceed $2,500,and (xv) a management fee to Wainwright equal to 1% of the gross proceeds raised by the Company in the offering contemplated hereby. on the First Closing Date and any Option Closing Date (assuming the public offering price). Any such amount payable to the Underwriters may be deducted from the purchase price for the Offered Shares. 29 5. Covenant of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any action that would result in the Company being required to file with 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).
View More
Payment of Expenses. (a)
Whether Except as set forth in paragraph (b) below, whether or not the transactions contemplated by this
Agreement Agreement, the Registration Statement, the Pricing Prospectuses and the Prospectuses 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, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and d...elivery hereunder (except as expressly stated below in respect of the Securities fees and any taxes payable disbursements of the Underwriters' legal counsel), including the following: (i) all expenses in that connection; (ii) the costs incident to connection with the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, Base Prospectuses, the Pricing Prospectuses, the Prospectuses, the U.S. Prospectus (as defined below), any Issuer Free Writing Prospectus, Prospectus and any Time of Sale Information and all 18 amendment sand supplements thereto and the Prospectus (including all exhibits, amendments mailing and supplements thereto) and delivering of copies thereof to the distribution thereof; (iii) Underwriters; (ii) 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; accountants in connection with the qualification of the Offered Securities under Canadian Securities Laws, the registration of the Offered Securities under the Securities Act and the Offering; (iii) the cost of producing this Agreement, blue sky survey, closing documents and other instruments, agreements or documents (including any compilations thereof) in connection with the Offering; (iv) all expenses in connection with the qualification of the Offered Securities for offering and sale under United States state securities, or "blue sky", laws as provided in Section 6(i) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with any blue sky survey; (v) the reasonable fees and disbursements of counsel for the Underwriters and applicable taxes thereon, provided that such fees and disbursements were incurred prior to termination of this Agreement; (vi) all fees and expenses in connection with listing the Offered Securities on the TSX and the NYSE MKT; and (vii) any transfer taxes incurred in connection with this Agreement or the registration Offering. The Company also will pay or qualification cause to be paid: (a) the cost of preparing certificates representing the Offered Securities; 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 (b) all reasonable costs and expenses of the Trustee and Underwriters incident to the paying agent (including related fees and expenses performance of any counsel to such parties); (viii) all expenses and application fees incurred its obligations hereunder which are not otherwise specifically provided for 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 5 (other than 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 and applicable taxes thereon), including the reasonable fees and disbursements of any other experts or (iii) consultants retained by it and other out of pocket expenses incurred by them in connection with the Underwriters decline transactions contemplated by this Agreement, provided that such fees and expenses were incurred prior to purchase the Securities for termination of this Agreement. Notwithstanding any reason permitted under other provision of this Agreement, the Company agrees shall not be required to reimburse pay any expenses of the Underwriters, including fees of legal counsel to the Underwriters for all out-of-pocket costs but excluding any taxes and expenses (including disbursements, which exceed, in the fees and expenses aggregate, US$115,000. (b) The Underwriters hereby agree that, if the Offering is not completed according to the terms of their counsel) reasonably incurred this Agreement, the payment of any compensation or expense reimbursement by the Underwriters Company to any FINRA member or person associated with a FINRA member in connection with this Agreement the Offering is strictly prohibited, except for compensation or expense reimbursement negotiated and paid in connection with a transaction that occurs in lieu of the offering contemplated hereby. Offering as a result of the efforts of any FINRA member or related persons; provided however, that any FINRA member or persons associated with a FINRA member shall be entitled to reimbursement of out-of-pocket accountable expenses actually incurred by such FINRA member or persons associated with such FINRA member in accordance with paragraph (a) above.
View More
Payment of Expenses. (a)
Whether or not Company Expenses. The Company hereby agrees to pay on the
transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid Closing Date all
costs and expenses incident to the performance of
its the obligations
hereunder, including without limitation, (i) of the
costs incident Company under this Agreement including, but not limited to: (a) all filing fees and expenses relating to the
authorization, issuance, s...ale, preparation and delivery registration of the Securities with the Commission; (b) all filing fees and any taxes payable expenses associated with the review of the offering of the Securities by FINRA; (c) all fees and expenses relating to the listing of the Securities on the Exchange; (d) all fees, expenses and disbursements relating to the registration or qualification of the Securities under the "blue sky" securities laws of such states and other jurisdictions as the Underwriter may reasonably designate unless such filings are not required in that connection; (ii) connection with the Company's listing of the Common Stock on the Exchange; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (f) the costs incident to of all mailing and printing of the preparation, printing and filing under the Securities Act of underwriting documents, the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, Prospectus or any Time of Sale Information Testing-the-Waters Communication and all amendments, supplements and exhibits thereto as the Prospectus (including all exhibits, amendments Underwriter may reasonably deem necessary; (g) fees and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each expenses of the Transaction Documents; (iv) transfer agent for the shares of Common Stock; (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriter; (i) the fees and expenses of the Company's counsel and independent accountants; (v) (k) 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) "road show" expenses; (l) the fees and expenses of the Trustee Company's legal counsel and other agents and representatives; (m) the paying agent (including related fees and expenses of any counsel the Underwriter's counsel. Subject to such parties); (viii) all Section 11 hereof, the total amount payable to the Underwriter pursuant to this Section 6 shall not to exceed $125,000. The Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth herein to be paid by the Company to the Underwriter. Except as provided for in this Agreement, the Underwriter shall bear the costs and application fees expenses incurred by it in connection with any filing with, and clearance the sale of the offering by, Securities and the Financial Industry Regulatory Authority; and (ix) all expenses incurred transactions contemplated thereby. (b) Non-accountable Expenses. On the Closing Date, the Company shall pay to the Underwriter, by deduction from the net proceeds of the Offering a non-accountable expense allowance equal to one percent (1.0%) of the gross proceeds received by the Company in connection with any "road show" presentation to potential investors; from the sale of the Closing Units); 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 event that 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 Offering 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, terminated, the Company agrees to reimburse the Underwriters for Underwriter pursuant to Section 11 hereof. (c) Underwriter Expenses. Except to the extent otherwise provided in this Section 6 or Section 8 hereof, the Underwriter will pay all out-of-pocket of its own costs and expenses (including expenses, including the fees and expenses of their counsel) reasonably incurred counsel, any stock transfer taxes on resale of any of the Securities held by them, and any advertising expenses connected with any offers they may make. (d) Company Reimbursement. The provisions of this Section 6 shall not affect any agreement that the Underwriters in connection with this Agreement Company may make for the sharing of such costs and the offering contemplated hereby. expenses.
View More
Payment of Expenses.
(a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, As among the Company
will and the Underwriters, the Company shall pay
or cause to be paid all
costs and expenses
incident incidental to the performance of
its the obligations
hereunder, under this Agreement, 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; (v) the fees and following: 20 (a) expenses incurred in connection with (A) qualifying the registration Shares for offer and sale under the applicable securities or qualification "blue sky" laws of such jurisdictions in the United States as the Representatives reasonably designates (including filing fees and fees and disbursements of counsel for the Underwriters in connection therewith), (B) endeavoring to maintain such qualifications in effect so long as required for the distribution of such Shares, (C) the review (if any) of the offering of the Shares by FINRA, (D) the determination of the eligibility of the Shares for investment of the Securities under the laws of such jurisdictions as the Representatives Underwriters may designate and (E) the preparation and distribution of any blue sky or legal investment memorandum by Milbank LLP, Underwriters' counsel; (b) expenses incurred in connection with the preparation and distribution to the Underwriters and the dealers (whose names and addresses the Underwriters will furnish to the Company) to which Shares may have been sold by the Underwriters on their behalf and to any other dealers upon request, either of (A) amendments to the Registration Statement or amendments or supplements to the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not materially misleading or (B) amendments or supplements to the Registration Statement, the Time of Sale Prospectus, or the Prospectus so that the Registration Statement, the Time of Sale Prospectus or the Prospectus, as so amended or supplemented, will comply with law and the expenses incurred in connection with causing such amendments or supplements to be filed promptly with the Commission, all as set forth in Section 4(a) hereof; (c) the expenses incurred in connection with the preparation, printing and filing of the Registration Statement (including financial statements and exhibits), as originally filed and as amended, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any issuer free writing prospectus and any amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Shares (within the time period required by Rule 456(b)(1), if applicable), and the cost of furnishing copies thereof to the Underwriters and dealers; (d) expenses incurred in connection with the preparation, printing and distribution of a Blue Sky Memorandum (including this Agreement, the related Shares and the Prospectus Supplement; (e) expenses incurred in connection with the delivery of the Shares to the Underwriters; (f) reasonable fees and expenses disbursements of the counsel and accountants for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the Company; (g) fees and expenses of the Trustee transfer agent 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 the listing of the offering by, Shares on the Financial Industry Regulatory Authority; and (ix) NASDAQ Global Market; (h) all other reasonable out-of-pocket 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 the transactions contemplated by this Agreement (excluding the fees and disbursements of Milbank LLP as counsel for the offering contemplated hereby. Underwriters); and 21 (i) except as otherwise provided in the foregoing clauses (i) through (ix), all other expenses incidental to the performance of the Company's obligations under this Agreement, other than pursuant to Section 6.
View More
Payment of Expenses.
(a) Whether (a)The Company and the Guarantors agree, whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated,
the Company will to pay
or cause to be paid all
costs expenses, costs, fees and
expenses taxes incident to
the performance of its obligations hereunder, including without limitation, and in connection with (i)
the costs incident to the authorization, issuance,
sale, preparation sale and delivery of the Securities
to be sold by the Co...mpany and the Guarantors and any stamp duties, transfer or other taxes payable in that connection; (ii) the costs incident to the preparation, preparation and printing and filing under the Securities Act of the Registration Statement, Preliminary Memorandum, the Final Memorandum, any Issuer Written Communication, and any amendment or supplement thereto; (iii) the distribution of the Preliminary Prospectus, Memorandum, the Final Memorandum, any Issuer Free Writing Prospectus, Written Communication, and any Time of Sale Information and the Prospectus (including amendment or supplement thereto, or any document incorporated by reference therein, all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; as provided in this Agreement; (iv) the fees production and expenses distribution of the Company's counsel this Agreement, any supplemental agreement among Initial Purchasers, and independent accountants; (v) the fees and expenses incurred any other related documents in connection with the registration or offering, purchase, sale and delivery of the Securities; (v) the qualification and determination of eligibility for investment of the Securities under the state securities laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including related reasonable fees and expenses of counsel to the related Initial Purchasers); (vi) the investor presentations, any pre-marketing activities or any "road show" undertaken in connection with the marketing of the Securities, including, without limitation, reasonable expenses associated with any electronic road show; (vii) the fees and expenses of the Company's accountants, the fees and expenses of counsel for the Underwriters); (vi) any Company and the fees charged by and expenses of counsel for the rating agencies for rating the Securities; (vii) Initial Purchasers; (viii) 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; Trustee; and (ix) all other costs and expenses incurred by incident to the performance of the obligations of the Company in connection with any "road show" presentation pursuant to potential investors; provided, however, that except this Agreement. Except as provided in Section 7 or this Section 11, the Underwriters Initial Purchasers 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 (excluding the fees and expenses of their counsel), any transfer taxes on resale of the Securities by them and the expenses of advertising any offering of the Securities made by the Initial Purchasers. (b)If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Initial Purchasers set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Initial Purchasers, the Company will reimburse the Initial Purchasers severally through the Representative on demand for all expenses (including reasonable fees and disbursements of counsel) reasonably that shall have been incurred by the Underwriters them in connection with this Agreement the proposed purchase and sale of the offering contemplated hereby. Securities.
View More
