Payment of Expenses Clause Example from Business Contracts

Payment of Expenses. The Company covenants and agrees with the several Managers that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Shares under the Act and all other expenses in connection with the preparation, printing, reproduction and filing of each Registration Statement, Basic Prospectus, Prospectus, Issuer Free Writing Prospectus and Unscheduled Free Writing Prospectus and amen...dments and supplements thereto and the mailing and delivering of copies thereof to the Managers and dealers; (ii) the cost of printing or producing 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 Shares; (iii) all expenses in connection with the qualification of the Shares for offering and sale under state securities laws as provided in Section 3(d) hereof, including (but only in the case that the Shares are not "covered securities" within the meaning of Section 18 of the Act) the fees and disbursements of counsel for the Managers in connection with such qualification and in connection with the Blue Sky survey (iv) all fees and expenses in connection with listing the Shares on the Exchange; (v) the filing fees incident to, and the fees and disbursements of counsel for the Managers in connection with, any required review by the Financial Industry Regulatory Authority, Inc. ("FINRA") of the terms of the sale of the Shares (which fees and disbursements of counsel (excluding, for the avoidance of doubt, any such filing fees) shall not exceed $10,000 in the aggregate); (vi) the cost of preparing stock certificates; (vii) the cost and charges of any transfer agent or registrar; (viii) if Shares having an aggregate offering price of $10,000,000 or more have not been offered and sold under this Agreement by the second anniversary of this Agreement (or such earlier date at which the Company terminates this Agreement), the Company shall reimburse the Managers for all reasonable documented out-of-pocket expenses of the Managers, including the reasonable fees and disbursements of counsel to the Managers, to be limited, at any given time, to one counsel for the Managers together with any local counsel) in connection with this Agreement and ongoing services in connection with the transactions contemplated by this Agreement (the "Expenses"); provided, however, that the Expenses shall not exceed an aggregate under this Agreement of $100,000; and (ix) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 5. View More