Payment of Expenses Clause Example with 1,950 Variations from Business Contracts

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Secur...ities Act of the Registration Statement, -33- the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the laws of such jurisdictions as the Representatives may designate and and, if required, the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonably incurred fees and expenses of counsel for the Underwriters); Underwriters related thereto) in an amount not to exceed $10,000 (excluding filing fees); (v) the cost of preparing stock certificates; (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees costs and expenses of the Trustee and the paying agent (including related fees and expenses charges of any counsel to such parties); (viii) transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA in an amount not to exceed $30,000 (excluding filing fees); (viii) all expenses and application fees related to the Financial Industry Regulatory Authority; listing of the Shares on the Exchange; and (ix) all of the travel and lodging expenses of the Company or any of its employees incurred by the Company them in connection with any "road show" presentation to potential investors; provided, however, that except as provided the Underwriters will pay all of the travel, lodging and other expenses of the Underwriters or any of their employees incurred by them in Section 7 or connection with the "road show", and provided, further, that the Company and the Underwriters will each pay 50% of all other expenses incurred in connection with the "road show", including 50% of the cost of any aircraft chartered in connection with such road show. The provisions of this Section 11, shall not supersede or otherwise affect any agreement that the Underwriters shall pay their own costs Company and expenses, including without limitation the fees and disbursements Selling Stockholders may otherwise have for the allocation of their counsel and any advertising such expenses (other than with respect to any road show presentation) connected with any offers they make. among themselves. (b) If (i) this Agreement is terminated pursuant to clause (ii) of Section 9, 12, (ii) the Company for any reason fails to tender the Securities Shares required to be tendered by it or on its behalf pursuant to this Agreement for delivery to the Underwriters other than as a result of a termination pursuant to clause (i), (iii) or (iv) of Section 12 or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, Agreement (other than as a result of a termination pursuant to clause (i), (iii) or (iv) of Section 12 or as set forth in Section 13), the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable and documented fees and expenses of their counsel) reasonably incurred and documented by the Underwriters in connection with this Agreement and the offering contemplated hereby. If any Selling Stockholder for any reason defaults on its obligation to tender the Shares required to be tendered by it or on its behalf pursuant to this Agreement for delivery to the Underwriters, such Selling Stockholder agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable and documented fees and expenses of their counsel) reasonably incurred and documented by the Underwriters in making preparations for the purchase, sale and delivery of the Shares not so delivered by such Selling Stockholder. For the avoidance of doubt, it is understood that neither the Company nor the Selling Stockholders shall pay or reimburse any costs, fees or expenses incurred by any Underwriter that defaults on its obligations to purchase the Shares. View More

Payment of Expenses. (a) Whether or not The Company and the transactions contemplated by this Agreement are consummated or this Agreement is terminated, Guarantor covenant and agree, jointly and severally, with the several Underwriters that the Company or the Guarantor will pay pay, or cause to be paid all costs paid, the following: (i) the fees, disbursements and expenses incident to of the performance of its obligations hereunder, including without limitation, (i) Company's and the costs incident to Guarantor's co...unsels and accountants in connection with the authorization, issuance, sale, preparation and delivery issue of the Securities and any taxes payable the Guarantees and all other 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, 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) thereof, including the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the costs of reproducing and distributing each of the 17 Transaction Documents; Documents, any Blue Sky Memorandum, closing documents (including any compilations thereof), and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 4(g) hereof, including the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky and legal investment surveys; (iv) any fees charged by securities rating services for rating the Securities; (v) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and the Guarantees to the Underwriters and any taxes payable in that connection; (vi) the fees and expenses of the Company's counsel Trustee, any agent of the Trustee or any paying agent and independent accountants; (v) the fees and expenses incurred disbursements of counsel for the Trustee in connection with the registration or qualification Indenture 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 50% of all roadshow aircraft expenses, and all other costs and expenses incident to the performance of the Trustee its obligations hereunder which are not otherwise specifically provided for in this Section 6; 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, FINRA. It is understood, however, that that, except as provided in Section 7 or this Section 11, 6, and Sections 8 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 Securities or Guarantees 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 Company will pay or cause to be paid all costs and expenses incident to the performance of its and the Manager's 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 unde...r the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives Representative may reasonably 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) (v) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA and the Financial Industry Regulatory Authority; and (ix) approval of the Securities for book-entry transfer by DTC; (vi) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, investors (except that except as provided in Section 7 or this Section 11, the Underwriters shall pay one-half of the expenses of any aircraft chartered by the Company and the Underwriters for such "road show" and all of their own costs and expenses, including without limitation all travel, lodging and other expenses of the Underwriters incurred by them in connection with any "road show"); and (ix) all expenses and application fees related to the listing of the Securities on the Exchange. (a) Notwithstanding the foregoing, if the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9(i) hereof or because of any refusal, inability or failure on the part of the Company or the Manager to perform any agreement 28 herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company and the Manager, jointly and severally, will reimburse the Underwriters severally through the Representatives on demand for all out-of-pocket expenses (including reasonable fees and disbursements of their counsel counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities. If the sale of the Securities provided for herein is not consummated because of 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 termination pursuant to Section 9, (ii) Sections 9(ii), (iii) or (iv) hereof, the Company for any reason fails to tender and 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 Manager, jointly and severally, will reimburse the Underwriters severally through the Representatives on demand for one-half of all out-of-pocket costs and expenses (including the reasonable fees and expenses disbursements of their 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 Company will and the Parent Guarantor 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 transfer 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, the Preliminary Prospectus, Offering Memorandum, any Issuer Free Writing Prospectus, any other Time of Sale Information Information, any Issuer Written Communication and the Prospectus Offering Memorandum (including all exhibits, amendments and supplements any amendment or supplement thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's and the Parent Guarantor's counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (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) the fees and expenses of the External Verifier (as defined in the Time of Sale Information and the Offering Memorandum), the second party opinion provider and all other fees and expenses associated with the Company's establishment of a sustainability-linked bond framework (ix) 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) (x) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, that except as provided in Section 7 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 clause (ii) of Section 9, (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 agrees and the Parent Guarantor jointly and severally agree 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. View More

Payment of Expenses. (a) Whether The Company agrees to pay, or reimburse if paid by any 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 and delivery of the Securities Stock and any taxes payable i...n that connection; (ii) (b) the costs incident to the registration of the Stock under the Securities Act; (c) the costs incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus, any Time of Sale Information amendments, supplements and the Prospectus (including all exhibits, amendments exhibits thereto or any document incorporated by reference therein and supplements thereto) and the distribution thereof; (iii) the costs of printing, reproducing and distributing each this Agreement and any closing documents by mail, telex or other means of communications; (d) the fees and expenses (including related fees and expenses of counsel for the Underwriters) incurred in connection with securing any required review by FINRA of the Transaction Documents; (iv) terms of the sale of the Stock and any filings made with FINRA up to an aggregate of $30,000; (e) any applicable listing or other fees; (f) the reasonable fees and expenses (including related fees and expenses of counsel to the Underwriters) of qualifying the Stock under the securities laws of the several jurisdictions as provided in Section 4(I)k)) and of preparing, printing and distributing wrappers, Blue Sky Memoranda and Legal Investment Surveys; (g) the cost of preparing and printing stock certificates; (h) all fees and expenses of the registrar and transfer agent of the Stock; (i) the costs and expenses of the Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Stock, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the officers of the Company and such consultants, including 50% of the cost of any aircraft chartered in connection with the road show; and (j) all other costs and expenses incident to the offering of the Stock or the performance of the obligations of the Company under this Agreement (including, without limitation, the fees and expenses of the Company's counsel and the Company's independent accountants; (v) accountants. provided that, except to 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 extent otherwise provided in Section 7 or this Section 5 and in Sections 10 and 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 counsel not contemplated herein, any transfer taxes on the resale of any Stock by them and the expenses of advertising any offering of the Stock made by the Underwriters in connection with this Agreement and the offering contemplated hereby. Underwriters. View More

Payment of Expenses. (a) Whether or not Expenses. The Company and the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will Guarantors shall pay or cause to be paid all costs and expenses incident to the performance of its their obligations hereunder, under this Agreement, including without limitation, (i) the costs incident preparation, printing, delivery to the authorization, issuance, Underwriters and any filing of the Preliminary Prospectus, the Prospectus ...and of each amendment or supplement thereto, (ii) the preparation, printing and delivery to the Underwriters of this Agreement, the Indenture, the Securities, and such other documents as may be required in connection with the offer, purchase, sale, preparation issuance or delivery of the Securities or the preparation, issuance and delivery of the certificates for the Securities to the Underwriters, including any transfer taxes, any stamp or other duties payable upon the sale, issuance and delivery of the Securities to the Underwriters, (iii) the fees and disbursements of the Company's and the Guarantors' counsel, accountants and other advisors, (iv) the qualification of the Securities under securities laws in accordance with the provisions of Section 4(i) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any taxes payable supplement thereto in that connection; (ii) the costs incident an amount not to the preparation, printing and filing under the Securities Act exceed $5,000, (v) any fees of the Registration Statement, Financial Industry Regulatory Authority, Inc. ("FINRA") in connection with 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) Securities, (vi) 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, Trustee, including without limitation the fees and disbursements of their counsel for the Trustee in connection with the Indenture and the Securities, (vii) one half of the costs and expenses of the Company relating to investor presentations on any advertising "road show" undertaken in connection with the marketing of the Securities including, without limitation, expenses (other than associated with respect to any the production of road show presentation) connected slides and graphics, travel and lodging expenses of the representatives and officers of the Company, and the cost of aircraft and other transportation chartered in connection with the road show, (viii) any fees payable in connection with any offers they make. rating of the Securities and (ix) any fees and expenses payable in connection with the approval of the Securities for book-entry transfer by DTC. (b) Termination of Agreement. If (i) this Agreement is terminated pursuant to by the Representative in accordance with the provisions of Section 9, (ii) 6 or Section 10(a)(i) hereof, the Company for any reason fails to tender and 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 Guarantors shall reimburse the Underwriters for all of their out-of-pocket costs and expenses (including expenses, including the reasonable fees and expenses disbursements of their counsel) reasonably incurred by counsel for the Underwriters in connection with this Agreement and the offering contemplated hereby. Underwriters. View More

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will and each of the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any transfer or similar taxes payable in that con...nection; (ii) the costs incident to the preparation, preparation and printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, Offering Memorandum, any Issuer Free Writing Prospectus, any other Time of Sale Information Information, any Issuer Written Communication and the Prospectus Offering Memorandum (including all exhibits, amendments and supplements any amendment or supplement thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's and the Guarantors' counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented 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 Trustee, the Escrow Agent and the any paying agent (including related reasonable and documented 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 Securities for book-entry transfer by DTC; (ix) all expenses incurred by the Company and the Guarantors in connection with any "road show" presentation to potential investors; provided, however, investors, including, without limitation, the travel and lodging expenses of the representatives and officers of the Company, the Guarantors and any consultants (it being understood that except the Initial Purchasers, collectively, shall bear one-half of the costs associated with any aircraft chartered in connection with the "road show") and (x) the fees and expenses attributable to creating and perfecting the security interest in the Escrowed Funds as contemplated by the Escrow Agreement (including the reasonable related fees and expenses of counsel for the Initial Purchasers). Except as provided in Section 7 or this Section 11, 11(a), the Underwriters Initial Purchasers shall pay all of their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. counsel. (b) If (i) this Agreement is terminated pursuant to Section 9, (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 agrees 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. View More

Payment of Expenses. (a) Whether The Company agrees to pay, or reimburse if paid by any 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 and delivery of the Securities Stock and any taxes payable i...n that connection; (ii) (b) the costs incident to the registration of the Stock under the Securities Act; (c) the costs incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, the Statements, any Preliminary Prospectus, any Issuer Free Writing the General Disclosure Package, the Prospectus, any Time of Sale Information amendments, supplements and the Prospectus (including all exhibits, amendments exhibits thereto and supplements thereto) and the distribution thereof; (iii) the costs of printing, reproducing and distributing each the "Agreement Among Underwriters" between the Representative and the Underwriters, the Master Selected Dealers' Agreement, the Underwriters' Questionnaire, this Agreement and any closing documents by mail, telex or other means of communications; (d) the fees and expenses (including related fees and expenses of counsel for the Underwriters) incurred in connection with securing any required review by FINRA of the Transaction Documents; (iv) terms of the sale of the Stock and any filings made with FINRA; (e) any applicable listing or other fees; (f) the fees and expenses (including related fees and expenses of counsel to the Underwriters) of qualifying the Stock under the securities laws of the several jurisdictions as provided in Section 4(h) and of preparing, printing and distributing wrappers, Blue Sky Memoranda and Legal Investment Surveys; (g) the cost of preparing and printing stock certificates; (h) all fees and expenses of the registrar and transfer agent of the Stock; (i) the costs and expenses (including, without limitation, any damages or other amounts payable in connection with the legal or contractual liability) associated with the reforming of any contracts for sale of the Stock made by the Underwriters caused by a breach of the representation contained in Section 2(b); (j) the costs and expenses of the Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Stock, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the officers of the Company and such consultants, including the cost of any aircraft chartered in connection with the road show; and (k) all other costs and expenses incident to the offering of the Stock or the performance of the obligations of the Company under this Agreement (including, without limitation, the fees and expenses of the Company's counsel and the Company's independent accountants; (v) accountants); provided that, except to 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 extent otherwise provided in Section 7 or this Section 11, 5 and in Sections 9 and 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 and expenses (including the fees and expenses of their counsel) reasonably incurred counsel, any transfer taxes on the resale of any Stock by them and the expenses of advertising any offering of the Stock made by the Underwriters. The Company shall be obligated to pay to the Underwriters in connection with their reasonable out-of-pocket costs up to $75,000 related to the transactions contemplated by this Agreement and the offering contemplated hereby. fees and expenses of Underwriters' legal counsel up to $110,000 (including $10,000 for fees incurred in clearing the sale of the Stock with FINRA). View More

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; connection therewith; (ii) the costs incident to the preparation, printing and ...filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent the Company's accountants; (v) the (iv) reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate reasonably request in writing and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); Underwriters (not to exceed $10,000)); (v) the cost of preparing stock certificates; (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees costs and expenses of the Trustee and the paying agent (including related fees and expenses charges of any counsel to such parties); (viii) transfer agent and any registrar for the Shares; (vii) all reasonable and documented 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 FINRA (not to exceed $25,000); (viii) expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, investors, except it is understood that except 50% of the cost of any chartered aircraft and other transportation chartered in connection with the road show and all lodging, commercial airfare and individual expenses of the Underwriters shall be the responsibility of the Underwriters; and (ix) all costs and expenses incident to the sales and delivery of the Shares to be sold by the Selling Stockholders as provided in Section 7 or the Stockholders Agreement, dated July 15, 2015 among the Company and its stockholders. It is understood, except as specifically provided for in this Section 11, 13, the Underwriters shall pay all of their own costs and expenses, including without limitation the fees and disbursements of their counsel counsel, stock transfer taxes on the resale of any of the Shares by them and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. offers. (b) If (i) this Agreement is terminated pursuant to Section 9, 11, (ii) the Company or the Selling Stockholders for any reason fails fail to tender the Securities Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, the Company agrees and the Selling Stockholders agree to reimburse the Underwriters for all out-of-pocket costs and expenses (including up to $10,000 and the reasonable and documented fees and expenses of their counsel) counsel reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. For the avoidance of doubt, if this Agreement is terminated pursuant to Section 12, the Company and the Selling Stockholders shall have no obligation to reimburse the Underwriters for out-of-pocket costs and expenses (including the fees and expenses of their counsel) incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. -30- 14. 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 in Section 9 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 Shares from any Underwriter shall be deemed to be a successor merely by reason of such purchase. View More

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes 24 payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securitie...s Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and the any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; Authority, Inc.; (ix) all fees and (ix) expenses related to the listing of the Securities on the NYSE; (x) the approval of the Securities for book-entry transfer through a common depositary for Clearstream Banking, société anonyme and Euroclear Bank S.A./N.V. ; and (xi) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; provided, however, investors. Each Underwriter agrees to pay the portion of the expenses to be borne by all Underwriters as represented by such Underwriter's pro rata share (based on the proportion that except as provided the principal amount of Securities set forth opposite each Underwriter's name in Section 7 or this Section 11, Schedule 1 bears to the Underwriters shall pay their own costs and expenses, including without limitation aggregate principal amount of Securities set forth opposite the fees and disbursements names of their counsel and any advertising expenses (other than with all Underwriters) of the Securities (with respect to each Underwriter, the "Pro Rata Expenses"). Notwithstanding anything contained in the International Capital Market Association Primary Market Handbook, each Underwriter hereby agrees that the Settlement Lead Manager may allocate the Pro Rata Expenses to the account of such Underwriter for settlement of accounts (including payment of such Underwriter's fees by the Settlement Lead Manager) as soon as practicable but in any road show presentation) connected with any offers they make. case no later than 90 days following the Closing Date. (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, Agreement (other than, in the cases of clause (ii) or (iii) hereunder, as a result of the matters described in Section 9(c) hereof), the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably and actually incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. View More