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 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 necessary issue, transfer and 26 other stamp taxes in connection with the issuance and sale of the Offered Shares to the Underwriters, (iv) all fees 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 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, authorized or used by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication and all amendments and supplements thereto, and this Agreement, (vi) all filing fees and reasonable 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 Representative, preparing and printing a Blue "Blue Sky Memorandum (including Survey" or memorandum and a "Canadian wrapper", and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vii) the reasonable costs, fees and expenses incurred by the Underwriters in connection with 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 filing fees and the reasonable legal fees of, and disbursements by, counsel to the Underwriters, (viii) the reasonable and documented out-of-pocket costs, fees and expenses of counsel for to the Underwriters); (vi) any fees charged by Underwriters up to an aggregate maximum amount of $150,000.00 (inclusive of the rating agencies for rating the Securities; (vii) the costs, fees and expenses of counsel to the Trustee Underwriters described in clauses (vi) and (vii) above), (ix) the paying agent (including related 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 Offered 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; employees and (ix) all expenses incurred by officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with any "road show" presentation the road show, with the remaining 50% of the cost of such aircraft to potential investors; provided, however, that except be paid by the Underwriters, (x) the fees and expenses associated with listing the Offered Shares on Nasdaq, and (xi) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement. Any such amount payable to the Underwriters may be deducted from the purchase price for the Offered Shares to the extent invoiced prior to Closing. 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 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 their own travel 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. lodging expenses.
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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 agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations
hereunder, including hereunder and under the Capped Call Confirmations, including, without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the
Securities Notes and any taxes payable in that connection; (ii) the
... costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, Preliminary Offering Memorandum, the Preliminary Prospectus, Disclosure Package, any Issuer Free Writing Prospectus, any Time of Sale Information Company Written Communication and the Prospectus (including Offering Memorandum, and all exhibits, amendments and supplements thereto) thereto, and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; documents relating to this offering; (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 Notes under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum Survey (including the related fees and expenses of counsel for the Underwriters); Initial Purchasers); (vi) any fees charged by the rating agencies for rating the Securities; Notes; (vii) the fees and expenses of the Trustee and the any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance the approval of the offering by, the Financial Industry Regulatory Authority; and Notes for book-entry transfer by DTC; (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 investors and (x) all other fees, costs and expenses, including without limitation expenses related to the fees and disbursements listing of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. the Underlying Securities on the Exchange. (b) If (i) this Agreement is terminated pursuant to Section 9, 10 prior to the Closing Date or the Additional Closing Date, as the case may be, (ii) the Company for any reason fails to tender the Securities Notes for delivery to the Underwriters Initial Purchasers on the Closing Date or the Additional Closing Date, as the case may be, or (iii) the Underwriters Initial Purchasers decline to purchase the Securities Notes for any reason permitted under this Agreement, Agreement on the Closing Date or the Additional Closing Date, as the case may be, the Company agrees to reimburse the Underwriters Initial Purchasers for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters Initial Purchasers in connection with this Agreement and the offering contemplated hereby. Otherwise, the Initial Purchasers shall pay their own expenses, including the fees and expenses of their counsel.
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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, 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 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 accountants 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 or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a "Blue Sky Survey" or memorandum and a "Canadian wrapper," and any supplements thereto, advising the Underwriters shall pay their own costs of such qualifications, registrations and expenses, including without limitation exemptions, in an amount not to exceed $7,500; (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 filing fees and the offering contemplated hereby. legal fees of, and disbursements by, counsel to the Underwriters, in an amount not to exceed $15,000 in the aggregate; (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, travel and lodging expenses of the Representatives, employees and officers of the Company and any such consultants, and in the event that the Underwriters and the Company agree to charter any aircraft of other transportation in connection with the Road Show, 50% of the cost of such aircraft, with the remaining 50% of the cost of such aircraft to be paid by the Underwriters, (vii) the fees and expenses associated with listing the Offered Shares on the Nasdaq, and (viii) all other fees, costs and expenses of the nature referred to in the Registration Statement. Any such amount payable to the underwriters may be deducted from the purchase price for the Offered Shares. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel. 26 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).
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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 costs, fees, taxes
payable in that connection; (ii) the costs incident to the preparation, printing and fi...ling under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification 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 Offered Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, (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 Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities to the Underwriters, (iv) all fees and expenses of any counsel to such parties); (viii) the Company's counsel, independent public or certified public accountants 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, any Written Testing-the-Waters Communication 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 -28- 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 Securities for offer and sale under the state securities or this Section 11, blue sky Laws or the provincial securities Laws of Canada, and, if requested by the Representatives, preparing and printing a "Blue Sky Survey" or memorandum and a "Canadian wrapper", 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 Securities, including any related filing fees and the offering contemplated hereby. legal fees of, and disbursements by, counsel to the Underwriters, (viii) the costs and expenses relating to investor presentations on any Road Show, 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 consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the Representatives, employees and officers of the Company and any such consultant with the prior approval of the Company, and 50% of the cost of any aircraft chartered in connection with the road show with the prior approval of the Company, (ix) the fees and expenses associated with listing the Offered Securities on the Exchange, and (x) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Any such amount payable to the Underwriters may be deducted from the purchase price for the Offered Securities. All payments to be made by the Company hereunder shall be made without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever unless the Company is compelled by law to deduct or withhold such taxes, duties or charges. Amounts payable by the Company for attorneys' fees and expenses of Underwriter counsel pursuant to Section 4(vi) and Section 4(vii) shall not exceed $25,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel.
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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 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, (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 Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities to the Underwriters, (iv) all fees and expenses of the Company's counsel, independent registered public accounting firm and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including related financial statements, exhibits, schedules, consents and certificates of experts), the General Disclosure Package, the Prospectus and each preliminary prospectus, each Testing-the-Waters 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 Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada and advising the Underwriters of such qualifications, registrations and exemptions, in each case, to the extent reasonably requested, (vii) the fees and disbursements of counsel for the Underwriters in an amount not to exceed $25,000 in connection with the required review by FINRA, (viii) the costs and expenses of the Company (and not the Representative) relating to investor presentations on any Road Show, any Testing-the-Waters Communication undertaken in connection with the Offering, 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 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; representatives, employees and (ix) all expenses incurred by officers of the Company (and not the Representative) and any such consultants, and the cost of any aircraft and any other transportation chartered in connection with the Road Show with the prior consent of the Company, (ix) the travel and lodging expenses of the Representative in connection with the Road Show in an amount not to exceed $20,000 in the aggregate, (x) the fees of counsel for the Underwriters related to the Offering (other than 25 FINRA-related matters) in an amount not to exceed $100,000, (xi) the out-of-pocket fees and expenses of the Representative related to the preparation of background checks and any "road show" presentation other due diligence-related matters in an amount not to potential investors; provided, however, that except exceed $20,000 in the aggregate, (xii) the fees and expenses associated with listing the Securities on Nasdaq, and (xiii) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 7 or this in Section 11, 8, or Section 9 hereof, 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. counsel.
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Payment of Expenses. (a)
Whether or not The Company agrees 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 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 them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Shares; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Shares, including any stamp or transfer taxes in connection with the original issuance and sale of the Shares; (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 Shares; (v) the registration of the Shares under the Exchange Act and the Prospectus listing of the Shares on Nasdaq; (vi) any registration or qualification of the Shares for offer and sale under the securities or blue sky laws of the several states (including all exhibits, amendments and supplements thereto) filing fees and the distribution thereof; (iii) reasonable fees and expenses of counsel for the costs Manager relating to such registration and qualification); 26 (vii) any filings required to be made with FINRA (including filing fees and the reasonable fees and expenses of reproducing counsel for the Manager relating to such filings); (viii) the transportation and distributing each other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Transaction Documents; (iv) Shares; (ix) the fees and expenses of the Company's counsel accountants and independent accountants; (v) the fees and expenses incurred in connection with of counsel (including local and special counsel) for the registration or qualification and determination of eligibility for investment Company; (x) the reasonable documented out-of-pocket expenses of the Securities under Manager, including 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 reasonable fees, disbursements 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 Manager in connection with this Agreement and the offering Registration Statement and ongoing services in connection with the transactions contemplated hereby. hereunder, including the fees set forth in clause (vii) above, payable upon the execution of this Agreement, in an amount not to exceed $50,000; and (xi) all other costs and expenses incident to the performance by the Company of its obligations hereunder.
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Payment of Expenses.
(a) Whether The Company agrees to pay, or reimburse if paid by the Underwriter, 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 sale and delivery of the
Securities Shares to the Underwrite...r and any taxes payable in that connection; (ii) (b) the costs incident to the registration of the Shares under the Securities Act; (c) the costs incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, the Preliminary Base Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus, any Time amendments, supplements and exhibits thereto or any document incorporated by reference therein; (d) the filing fees incurred in connection with securing any required review by FINRA and any filings made with FINRA; (e) any applicable listing, quotation or other fees; (f) the fees and expenses of Sale Information qualifying the Shares under the securities laws of the several jurisdictions as provided in Section 4(e) and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing preparing, printing and distributing each wrappers and blue sky memoranda; (g) all fees and expenses of the Transaction Documents; (iv) registrar and transfer agent of the Shares; and (h) all other costs and expenses of the Company incident to the Offering of the Shares by, 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 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 counsel, 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 Company's independent accountants and the paying agent (including related fees travel 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 reasonable 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 show"). In addition to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, foregoing, the Company agrees to reimburse the Underwriters Underwriter, promptly upon receipt of an invoice therefor, for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably its legal counsel, including in respect of qualifying the Shares under the securities laws of the several jurisdictions as provided in Section 4(3), obtaining a No Objection Letter from FINRA with respect to the Offering, and preparing, printing and distributing wrappers and blue sky memoranda, and the reasonable fees and expenses of any other independent experts retained by the Underwriter) incurred by the Underwriters Underwriter in connection with this Agreement and the offering transactions contemplated hereby. hereby, provided that all such expenses shall not exceed $40,000 in the aggregate.
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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 taxes payable in that connection; (ii) the co
...sts 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 reasonable and documented out-of-pocket fees and expenses of the Company's and the Guarantors' counsel and independent accountants; (v) [reserved]; (vi) 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 United States and Canadian jurisdictions as the Representatives Representative may designate and designate, the preparation, printing and distribution of a Blue Sky Memorandum (including filing fees and the related fees and expenses of counsel for the Underwriters); (vi) Initial Purchasers); (vii) any fees charged by the rating agencies for rating the Securities; (vii) (viii) the fees and expenses of the Trustee Trustee, the Notes Collateral Agent and the any paying agent (including related fees and expenses of any counsel to such parties); (viii) (ix) all expenses and application fees incurred in connection with any filing with, and clearance the application for the approval of the offering by, Securities for book-entry transfer by DTC; (x) the Financial Industry Regulatory Authority; fees and (ix) expenses incurred with respect to creating, documenting and perfecting the security interests in the Collateral as contemplated by the Security Documents (including the related fees and expenses of counsel to the Initial Purchasers for all periods prior to and after the Closing Date) and (xi) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided in investors (except that, subject to Section 7 or this Section 11, 11(b), the Underwriters Initial Purchasers shall pay their own costs and expenses, including without limitation 50% of the fees and disbursements cost of their counsel and any advertising expenses (other than aircraft used in connection with respect to any road show presentation) connected with any offers they make. the "road show"). (b) If (i) this Agreement is terminated pursuant to Section 9, 9(ii) (other than as the result of an event of the type described in Section 9(i)), (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters Initial Purchasers or (iii) the Underwriters Initial Purchasers decline to purchase the Securities for any reason permitted under this Agreement, the Company and each of the Guarantors jointly and severally agrees to reimburse the Underwriters Initial Purchasers for all out-of-pocket costs and expenses (including the reasonable and documented out-of-pocket fees and expenses of their counsel) counsel and the full cost of any aircraft used in connection with the "road show") reasonably incurred by the Underwriters Initial Purchasers in connection with this Agreement and the offering contemplated hereby. -27- 12. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and any controlling persons referred to herein, and the affiliates, officers and directors of each Initial Purchaser referred to in Section 7 hereof. Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Securities from any Initial Purchaser shall be deemed to be a successor merely by reason of such purchase.
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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 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 Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the Underwriter, (iv) all fees 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 -26- 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, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys' fees and expenses incurred by the Company or the Underwriter 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 Underwriter, preparing and printing a "Blue Sky Survey" or memorandum and a "Canadian wrapper", and any supplements thereto, advising the Underwriter of such qualifications, registrations and exemptions, in an amount not to exceed $7,500, (vii) the cost, fees and expenses incurred by the Underwriter in connection with 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 filing fees and the paying agent (including related 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" undertaken in connection with the offering of the Offered 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; Underwriter, 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 NYSE, 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 Underwriter 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 Underwriter shall pay their its 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. its counsel.
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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 Issuers and the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of
its their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the co
...sts incident to the preparation, 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 Issuers' and the Guarantors' counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); Initial Purchasers); (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 Issuers in connection with any "road show" presentation to potential investors; provided, however, that except as provided in Section 7 or this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. investors. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company Issuers for any reason fails fail to tender the Securities for delivery to the Underwriters Initial Purchasers or (iii) the Underwriters Initial Purchasers decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees Issuers and each of the Guarantors jointly and severally agree to reimburse the Underwriters Initial Purchasers for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters Initial Purchasers in connection with this Agreement and the offering contemplated hereby. 28 12. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and any controlling persons referred to herein, and the affiliates of each Initial Purchaser referred to in Section 7 hereof. Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Securities from any Initial Purchaser shall be deemed to be a successor merely by reason of such purchase.
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