Payment of Expenses Clause Example 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 their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any stamp, transfer, documentary, filing, recording or similar taxes payable in that connection; (ii) the costs inc...ident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company's counsel and independent accountants; (v) the fees and expenses (up to a maximum of $50,000) incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Underwriter may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriter not to exceed $50,000); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; and (ix) all expenses of the Company incurred in connection with any "road show" presentation to potential investors (provided that all expenses related to chartered aircraft in connection with the "Roadshow" shall be split 50%-50% by the Company and the Underwriter and all lodging, commercial airfare and individual expenses of the Underwriter shall be the responsibility of the Underwriter); provided that, except as provided in this Section 12, the Underwriter shall pay its own costs and expenses, any advertising expenses connected with any offers it may make and any fees and disbursements of its counsel and travel and lodging expenses of the Underwriter (except as set forth in clause (ix) above). (b) If (i) this Agreement is terminated pursuant to clause (ii) of Section 11, (ii) the Selling Stockholder for any reason (other than termination pursuant to clauses (i), (iii) or (iv) of Section 11) fails to tender the Shares for delivery to the Underwriter or (iii) the Underwriter declines to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriter for all documented out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriter in connection with this Agreement and the offering contemplated hereby. The Company and the Selling Stockholder shall not be required to pay or reimburse any costs, fees or expenses incurred by the Underwriter if the Underwriter defaults on its obligations to purchase the Shares. View More