Payment of Expenses Clause Example from Business Contracts

Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated hereby are consummated, including without limitation: (a) the preparation and filing of the Registration Statement, including any fees required by the Commission, and the printing or electronic delivery of the Prospectus as originally filed and of each amendment and supplement thereto, in such number as the Agents shall deem necessary, (b) the printi...ng and delivery to the Agents of this Agreement and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Placement Shares, (c) the preparation, issuance and delivery of the certificates, if any, for the Placement Shares to the Agents, including any stock or other transfer taxes and any stamp duties or other similar duties or taxes payable upon the sale, issuance or delivery of the Placement Shares to the Agents, (d) the fees and disbursements of the counsel, accountants and other advisors to the Company, (e) the fees and expenses of the Agents including but not limited to the fees and expenses of the counsel to the Agents, in an amount not to exceed (A) $100,000 payable upon the execution of this Agreement and (B) $15,000 in connection with each Representation Date on which the Company is required to provide a certificate under Section 7(l), (f) the qualification or exemption of the Placement Shares under state securities laws in accordance with the provisions of Section 7(r) hereof, including filing fees, but excluding fees of the Agents' counsel, (g) the printing and delivery to the Agents of copies of any Permitted Free Writing Prospectus (as defined below) and the Prospectus and any amendments or supplements thereto in such number as the Agents shall deem necessary, (h) the preparation, printing and delivery to the Agents of copies of the blue sky survey, (i) the fees and expenses of the transfer agent and registrar for the Common Stock, (j) the filing and other fees incident to any review by FINRA of the terms of the sale of the Placement Shares including the fees of the Agents' counsel (subject to the cap, set forth in clause (e) above), and (k) the fees and expenses incurred in connection with the listing of the Placement Shares on the Exchange. View More