Common use of Certain Costs and Expenses Clause in Contracts

Certain Costs and Expenses. Whether or not this Agreement becomes effective or the sale of the Shares to the Underwriters is consummated, the Company shall pay all costs and expenses incident to the issuance, offering, sale and delivery of the Shares and the performance of its obligations under this Agreement, including without limitation: (i) all fees and expenses of the Company's legal counsel and accountants; (ii) all costs and expenses incident to the preparation, printing, filing and distribution of the Registration Statement (including the financial statements contained therein and all exhibits and amendments thereto), each Preliminary Prospectus and the Prospectus, each as amended or supplemented, this Agreement and the other agreements and documents referred to herein, each in such quantities as you shall deem necessary; (iii) all fees of NASD required in connection with the filing required by NASD to be made by the Representative with respect to the Offering; (iv) all expenses, including fees (but not in excess of the amount set forth in Section 3(b)) and disbursements of Representative's Counsel in connection with the qualification of the Securities under the "blue sky" laws which you shall designate; (v) all costs and expenses of printing the respective certificates representing the Shares; (vi) the expense of placing one or more "tombstone" advertisements or promotional materials as directed by you (provided, however, that the aggregate amount thereof shall not exceed $10,000); (vii) all costs and expenses of the Company and its employees (but not of the Representative or its employees) associated with due diligence meetings and presentations; (viii) all costs and expenses associated with the preparation of a seven to ten minute professional video presentation concerning the Company, its products and its management for broker due diligence purposes; (ix) any and all taxes (including without limitation any transfer, franchise, capital stock or other tax imposed by any jurisdiction) on sales of the Shares to the Underwriters hereunder; and (x) all costs and expenses incident to the furnishing of any amended Prospectus or any supplement to be attached to the Prospectus as required by Sections 3(a) and 3(d), except as otherwise provided by said Sections.

Certain Costs and Expenses. Whether or not this Agreement becomes effective or the sale of the Shares Securities to the Underwriters is consummated, the Company shall pay all costs and expenses expense incident to the issuance, offering, sale and delivery of the Shares Securities and the performance of its obligations under this Agreement, including without limitation: (i) all fees and expenses of the Company's legal counsel and accountants; (ii) all costs and expenses incident to the preparation, printing, filing and distribution of the Registration Statement (including the financial statements contained therein and all exhibits and amendments thereto), each Preliminary Prospectus and the Prospectus, each as amended or supplemented, this Agreement and the other underwriting documents, as well as the other agreements and documents referred to herein, herein and the Blue Sky Memorandum; each in such quantities as you shall deem necessary; (iii) all fees of NASD required in connection with the filing required by NASD to be made by the Representative Underwriter with respect to the Offering; (iv) all expenses, including fees (but not in excess of the amount set forth in Section 3(b)) and disbursements of Representative's Underwriters' Counsel in connection with the qualification of the Securities under the "blue sky" laws which you shall designate; (v) all costs and expenses of printing the respective certificates representing the SharesShares and the Warrants; (vi) the expense of placing one or more "tombstone" advertisements or promotional materials as directed by you (provided, however, that the aggregate amount thereof shall not exceed $10,000)15,000) and of offering memorabilia; (vii') all costs and expenses of the Company and its employees (but not of the Representative or its employees) associated with due diligence meetings and presentationspresentations (including the payment for road show conference centers); (viii) all costs and expenses associated with the preparation of a seven to ten minute professional video presentation concerning the Company, its products and its management for broker due diligence purposes; (ix) any and all taxes (including without limitation any transfer, franchise, capital stock or other tax imposed by any jurisdiction) on sales of the Shares Securities to the Underwriters hereunder; and (xxi) all costs and expenses incident to the furnishing finishing of any amended Prospectus or any supplement to be attached to the Prospectus as required by Sections 3(a) and 3(d), except as otherwise provided by said Sections. In addition, the Company shall engage Underwriters' Counsel to provide the Underwriters, at the Closing and quarterly thereafter, until such time as the Common Stock is listed on the New York Stock Exchange or the American Stock Exchange or quoted on NASDAQ/NMS, with a memorandum, setting forth those states in which the Common Stock and the Warrants may be traded in non-issuer transactions under the blue sky laws of the 50 states. The Company shall pay such counsel a one-time fee of $12,500 at the Closing for such opinions.

Certain Costs and Expenses. Whether or not this Agreement becomes effective or the sale of the Shares to the Underwriters is consummated, the The Company shall pay all costs and expenses incident to the issuance(a) pay, offering, sale and delivery of the Shares and the performance of its obligations under this Agreement, including without limitation: (i) all fees and expenses of the Company's legal counsel and accountants; (ii) all costs and expenses incident to the preparation, printing, filing and distribution of the Registration Statement (including the financial statements contained therein and all exhibits and amendments thereto), each Preliminary Prospectus and the Prospectus, each as amended or supplemented, this Agreement and the other agreements and documents referred to herein, each in such quantities as you shall deem necessary; (iii) all fees of NASD required in connection with the filing required by NASD cause to be made by the Representative with respect to the Offering; (iv) paid, all expensescosts, including fees (but not in excess of the amount set forth in Section 3(b)) fees, operating expenses and disbursements of Representative's Counsel in connection with the qualification of the Securities under the "blue sky" laws which you shall designate; (v) all costs and expenses of printing the respective certificates representing the Shares; (vi) the expense of placing one or more "tombstone" advertisements or promotional materials as directed by you (provided, however, that the aggregate amount thereof shall not exceed $10,000); (vii) all costs and other expenses of the Company and its employees Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its Subsidiaries) incurred in pursuing and conducting, or otherwise related to, the activities of the Company and (b) reimburse the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing Member (including for the avoidance of doubt, any tax imposed under Section 4501 of the Code (a “Buyback Tax”) and any franchise or similar taxes imposed on an affiliated, consolidated, combined or unitary group which includes the Company or its Subsidiaries (a “Franchise Tax”)). To the extent that the Managing Member determines in its sole discretion that any expenses or other costs incurred, paid, or otherwise borne by the PubCo Holdings Group are related to the business and affairs of the PubCo Holdings Group that are conducted through the Company and/or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or its Subsidiaries and that also relate to other activities of the PubCo Holdings Group), the Managing Member may cause the Company to pay or bear all such expenses or other costs, including for the avoidance of doubt, where any member of the PubCo Holdings Group pays or bears any expenses or any other obligations of the Company or its Subsidiaries through the transfer or forfeiture by such member of the PubCo Holdings Group of any Units or other Equity Securities of the Company (or Equity Securities of any other member(s) of the PubCo Holdings Group that directly or indirectly owns Equity Securities of the Company) (an “Equity Payment”); provided that, other than with respect to Franchise Taxes as described above, the Company shall not pay or bear any income tax obligations of any member of the PubCo Holdings Group (but not the Company shall be entitled to make distributions in respect of these income tax obligations pursuant to Article V). In the case of an Equity Payment, (i) the Managing Member shall be deemed to automatically cause the Company to issue to such member of the Representative PubCo Holdings Group (and the Company shall be deemed to have automatically issued to such member of the PubCo Holdings Group without further action or its employeesagreement) associated with due diligence meetings a number of Units or such other Equity Securities equal to the number of Units or other Equity Securities, as applicable, transferred or forfeited (or held directly or indirectly by the other member(s) of the PubCo Holdings Group whose Equity Securities were transferred or forfeited) and presentations; (viiiii) all costs the Managing Member shall be deemed to automatically cause the Company to issue to the applicable creditor or other payee (and expenses associated the Company shall be deemed to have automatically issued to the applicable creditor or other payee without further action or agreement) a number of Units or such other Equity Securities such that the total number of Units or other Equity Securities received by the applicable creditor or other payee in connection with the preparation Equity Payment have a value equal to the Units or other Equity Securities initially transferred by the applicable member of the PubCo Holdings Group in such Equity Payment. For the avoidance of doubt, any payments made to or on behalf of any member of the PubCo Holdings Group pursuant to this Section 6.9 shall not be treated as a seven distribution pursuant to ten minute professional video presentation concerning Section 5.1(a) but shall instead be treated as an expense of the Company, its products and its management for broker due diligence purposes; (ix) any and all taxes (including without limitation any transfer, franchise, capital stock or other tax imposed by any jurisdiction) on sales of the Shares to the Underwriters hereunder; and (x) all costs and expenses incident to the furnishing of any amended Prospectus or any supplement to be attached to the Prospectus as required by Sections 3(a) and 3(d). Consequently, except as otherwise provided required by said Sectionsapplicable Law, notwithstanding anything else in this agreement, the Members and the Company agree that, for U.S. federal and applicable state and local income tax purposes, any payment or other satisfaction (including by way of transfer or forfeiture of Equity Securities) by any member of the PubCo Holdings Group of any expenses or any other obligations of the Company or its Subsidiaries, together with the reimbursement by the Company to the relevant member of the PubCo Holdings Group in accordance with the third sentence of this paragraph, is intended to be treated as though the Company paid the relevant expense or other obligation (including by way of deemed issuance of Units or other Equity Securities of the Company, where applicable) directly to the relevant creditor or other payee in direct satisfaction of the Company’s (or its Subsidiary’s) own obligation.

Certain Costs and Expenses. Whether Without in any way limiting the generality of Sections 10.2 or not this Agreement becomes effective or the sale 15.5 of the Shares to the Underwriters is consummatedCredit Agreement, the Company Parent acknowledges and agrees that it shall pay all costs and expenses incident to the issuance, offering, sale and delivery of the Shares and the performance of its obligations under this Agreement, including without limitation: (i) all promptly pay the reasonable fees and expenses disbursements of the Company's all legal counsel and accountants; (ii) all costs and expenses incident to retained by the preparation, printing, filing and distribution of the Registration Statement (including the financial statements contained therein and all exhibits and amendments thereto), each Preliminary Prospectus and the Prospectus, each as amended or supplemented, this Agreement and the other agreements and documents referred to herein, each in such quantities as you shall deem necessary; (iii) all fees of NASD required Administrative Agent in connection with the filing required preparation, negotiation, execution and delivery of this Agreement or any future waiver or modification (or proposed modification or waiver whether or not consummated), if any, of any Loan Document(s) (provided that Borrower shall not have to pay the allocable costs of internal legal services of the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Agreement provided it is understood and agreed that this parenthetical phrase shall not, and shall not be interpreted to, limit the right of the Administrative Agent or any Lender to receive the allocable costs of internal legal services with respect to agreements or matters other than the preparation, negotiation, execution and delivery of this Agreement), (ii) cooperate with, and promptly pay the reasonable fees and out-of-pocket expenses with respect to, a field exam to be performed by NASD the Administrative Agent in the Limited Waiver Period with respect to the accounts receivable and inventory of the Borrowers and certain other Credit Parties and the books and records relating thereto and (iii) cooperate with, and promptly reimburse the Administrative Agent for the reasonable fees and out-of-pocket expenses of, Capstone (as defined below) in the performance of the Capstone Engagement (as defined below). “Capstone” shall mean Capstone Advisory Group, LLC which has been retained by Xxxx Xxxxx & Xxxxxxx LLP, counsel to the Administrative Agent, to conduct certain analyses of the business, systems or other operations, business plans and/or other financial affairs of the Borrowers and/or the other Credit Parties (the “Capstone Engagement”). Such cooperation shall include, without limitation, allowing visits and inspections of the Borrowers’ (and other Credit Parties’) assets, books and records (and allowing copies or extracts of same to be made by the Representative with respect Administrative Agent or Capstone, as the case may be), offices and other locations, providing access to the Offering; (iv) all expenses, including fees (but not in excess officers and personnel of the amount set forth in Section 3(b)Borrowers and the other Credit Parties and their independent auditors to discuss the business, operations, business plans and other financial affairs (including the books and records) of the Borrowers and other Credit Parties (and the Borrowers and other Credit Parties hereby authorize such independent auditors to discuss same with the Administrative Agent or Capstone, as the case may be) and disbursements of Representative's Counsel in connection with the qualification of the Securities under the "blue sky" laws which you shall designate; providing (v) all costs and expenses of printing the respective certificates representing the Shares; (vi) at the expense of placing one the Parent or more "tombstone" advertisements or promotional materials as directed other applicable Credit Party) clerical and other assistance, in each case upon reasonable advance notice (to the extent reasonably practical under the circumstances) and during normal business hours. The Borrowers and other Credit Parties hereby agree that all findings and conclusions and other work product of Capstone shall be protected by you (provided, however, that the aggregate amount thereof attorney-client privilege and shall not exceed $10,000); (vii) all costs and expenses of be subject to review or discovery by the Company and its employees (but not of the Representative or its employees) associated with due diligence meetings and presentations; (viii) all costs and expenses associated with the preparation of a seven to ten minute professional video presentation concerning the Company, its products and its management for broker due diligence purposes; (ix) any and all taxes (including without limitation any transfer, franchise, capital stock or other tax imposed by any jurisdiction) on sales of the Shares to the Underwriters hereunder; and (x) all costs and expenses incident to the furnishing of any amended Prospectus Borrowers or any supplement to be attached to the Prospectus as required by Sections 3(a) and 3(d), except as otherwise provided by said Sectionsother Credit Party.

Certain Costs and Expenses. Whether or not this Agreement becomes effective or the sale of the Shares Units to the Underwriters is consummated, the Company shall pay all costs and expenses incident to the issuance, offering, sale and delivery of the Shares Units and the performance of its obligations under this Agreement, including without limitation: (i) all fees and expenses of the Company's legal counsel and accountants; (ii) all costs and expenses incident to the preparation, printing, filing and distribution of the Registration Statement (including the financial statements contained therein and all exhibits and amendments thereto), each Preliminary Prospectus and the Prospectus, each as amended or supplemented, this Agreement and the other agreements and documents referred to herein, each in such quantities as you shall deem necessary; (iii) all fees of NASD required in connection with the filing required by NASD to be made by the Representative with respect to the Offering; (iv) all expenses, including fees (but not in excess of the amount set forth in Section 3(b)) and disbursements of Representative's Counsel in connection with the qualification of the Securities under the "blue sky" laws which you shall designate; (v) all costs and expenses of printing the respective certificates representing the SharesShares and the Warrants; (vi) the expense of placing one or more "tombstone" advertisements or promotional materials as directed by you (provided, however, that the aggregate amount thereof shall not exceed $10,000); (vii) all costs and expenses of the Company and its employees (but not of the Representative or its employees) associated with due diligence meetings and presentations; (viii) all costs and expenses associated with the preparation of a seven to ten minute professional video presentation concerning the Company, its products and its management for broker due diligence purposes; (ix) any and all taxes (including without limitation any transfer, franchise, capital stock or other tax imposed by any jurisdiction) on sales of the Shares Units to the Underwriters hereunder; and (x) all costs and expenses incident to the furnishing of any amended Prospectus or any supplement to be attached to the Prospectus as required by Sections 3(a) and 3(d), except as otherwise provided by said Sections.

Certain Costs and Expenses. Whether The Borrower agrees promptly to pay, or not this Agreement becomes effective or cause to be paid, (a) the sale reasonable fees, expenses and disbursements of Milbank LLP, special counsel for the Liquidity Provider, in connection with the preparation, negotiation, execution, delivery, filing and recording of the Shares to Operative Agreements, any waiver or consent thereunder or any amendment thereof, (b) if a Liquidity Event of Default occurs, all out-of-pocket expenses incurred by the Underwriters is consummatedLiquidity Provider, the Company shall pay including reasonable fees and disbursements of counsel, in connection with such Liquidity Event of Default and any collection, bankruptcy, insolvency and other enforcement proceedings in connection therewith and (c) on demand, all reasonable costs and expenses incident to (including reasonable fees and disbursements of counsel) incurred by the issuanceLiquidity Provider in connection with any modification or amendment of, offeringor supplement to, sale and delivery this Agreement or any other Operative Agreement (or such other documents which may be delivered in connection herewith or therewith) (whether or not any of the Shares and same shall become effective) requested by the performance Airlines, unless such costs or expenses arise as a result of the negligence of the Liquidity Provider or any breach by the Liquidity Provider of its obligations under this Agreement or any other Operative Agreement. In addition, including without limitation: (i) all fees and expenses of the Company's legal counsel and accountants; (ii) all costs and expenses incident to the preparation, printing, filing and distribution of the Registration Statement (including the financial statements contained therein Borrower shall pay any and all exhibits recording, stamp and amendments thereto), each Preliminary Prospectus other similar Taxes and fees payable or determined to be payable in the Prospectus, each as amended or supplemented, this Agreement and the other agreements and documents referred to herein, each in such quantities as you shall deem necessary; (iii) all fees of NASD required United States in connection with the execution, delivery, filing required by NASD and recording of this Agreement, any other Operative Agreement and such other documents, and agrees to be made by save the Representative Liquidity Provider harmless from and against any and all liabilities with respect to the Offering; (iv) all expenses, including fees (but not or resulting from any delay in excess of the amount set forth in Section 3(b)) and disbursements of Representative's Counsel in connection with the qualification of the Securities under the "blue sky" laws which you shall designate; (v) all costs and expenses of printing the respective certificates representing the Shares; (vi) the expense of placing one paying or more "tombstone" advertisements omission to pay such Taxes or promotional materials as directed by you (provided, however, that the aggregate amount thereof shall not exceed $10,000); (vii) all costs and expenses of the Company and its employees (but not of the Representative or its employees) associated with due diligence meetings and presentations; (viii) all costs and expenses associated with the preparation of a seven to ten minute professional video presentation concerning the Company, its products and its management for broker due diligence purposes; (ix) any and all taxes (including without limitation any transfer, franchise, capital stock or other tax imposed by any jurisdiction) on sales of the Shares to the Underwriters hereunder; and (x) all costs and expenses incident to the furnishing of any amended Prospectus or any supplement to be attached to the Prospectus as required by Sections 3(a) and 3(d), except as otherwise provided by said Sectionsfees.

Certain Costs and Expenses. Whether or not this Agreement becomes effective or the sale of the Shares shares of Common Stock and Warrants to the Underwriters is consummated, the Company shall pay all costs and expenses expense incident to the issuance, offering, sale and delivery of the Shares Units and the performance of its obligations under this Agreement, including without limitation: (i) all fees and expenses of the Company's legal counsel and accountants; (ii) all costs and expenses incident to the preparation, printing, filing and distribution of the Registration Statement (including the financial statements contained therein and all exhibits and amendments thereto), each Preliminary Prospectus and the Prospectus, each as amended or supplemented, this Agreement and the other underwriting documents, as well as the other agreements and documents referred to herein, herein and the Blue Sky Memorandum; each in such quantities as you shall deem necessary; (iii) all fees of NASD required in connection with the filing required by NASD to be made by the Representative Underwriters with respect to the Offering; (iv) all expenses, including fees (but not in excess of the amount set forth in Section 3(b)) and disbursements of Representative's Underwriters' Counsel in connection with the qualification of the Securities under the "blue sky" laws which you shall designate; (v) all costs and expenses of printing the respective certificates representing the Sharesshares of Common Stock and the Warrants; (vi) the expense of placing one or more "tombstone" advertisements or promotional materials as directed by you (provided, however, that the aggregate amount thereof shall not exceed $10,000)) and of offering memorabilia; (vii) all costs and expenses of the Company and its employees (but not of the Representative Underwriters or its their employees) associated with due diligence meetings and presentationspresentations (including the payment for road show conference centers); (viii) all costs and expenses associated with the preparation of a seven to ten minute professional video presentation concerning the Company, its products and its management for broker due diligence purposes; (ix) any and all taxes (including without limitation any transfer, franchise, capital stock or other tax imposed by any jurisdiction) on sales of the Shares shares of Common Stock and Warrants to the Underwriters hereunder; and (x) all costs and expenses incident to the furnishing of any amended Prospectus or any supplement to be attached to the Prospectus as required by Sections 3(a) and 3(d), except as otherwise provided by said Sections. In addition, the Company shall engage Underwriters' Counsel to provide the Underwriters, at the Closing and quarterly thereafter, until such time as the Common Stock is listed on the New York Stock Exchange or the American Stock Exchange or quoted on NASDAQ/NMS, with a memorandum, setting forth those states in which the Common Stock and the Warrants may be traded in non-issuer transactions under the blue sky laws of the 50 states. The Company shall pay such counsel a one-time fee of $12,500 at the Closing for such opinions.

Certain Costs and Expenses. Whether or not this Agreement becomes effective or the sale of the Shares Securities to the Underwriters is consummated, the Company shall pay all costs and expenses incident to the issuance, offering, sale and delivery of the Shares Securities and the performance of its obligations under this Agreement, including without limitation: (i) all fees and expenses of the Company's legal counsel and accountants; (ii) all costs and expenses incident to the preparation, printing, filing filing, distribution and distribution mailing of the Registration Statement (including the financial statements contained therein and all exhibits and amendments thereto), each Preliminary Prospectus and the Prospectus, each as amended or supplemented, this Agreement and the other underwriting documents, as well as the other agreements and documents referred to herein, herein and the Blue Sky Memorandum; each in such quantities as you shall deem necessary; (iii) all fees of NASD required in connection with the filing required by NASD to be made by the Representative Underwriters with respect to the Offering; (iv) all expenses, including fees (but not in excess of the amount set forth in Section 3(b)) and disbursements of Representative's Underwriters' Counsel in connection with the qualification of the Securities under the "blue sky" laws which you shall designate; (v) all costs and expenses of printing the respective certificates representing the SharesSecurities; (vi) the expense of placing one or more "tombstone" advertisements or promotional materials as directed by you (provided, however, that the aggregate amount thereof shall not exceed $10,000)and of Offering memorabilia; (vii) all costs and expenses of the Company and its employees (but not of the Representative or its employees) associated with due diligence meetings and presentationspresentations (including the payment for road show conference centers); (viii) all costs and expenses associated with the preparation of a seven to ten minute professional video presentation concerning the Company, its products and its management for broker due diligence purposes; (ix) any and all taxes (including without limitation any transfer, franchise, capital stock or other another tax imposed by any jurisdiction) on sales of the Shares Securities to the Underwriters hereunder; and (xix) all costs and expenses incident to the furnishing of any amended Prospectus or any supplement to be attached to the Prospectus as required by Sections 3(a) and 3(d), except as otherwise provided by said Sections.

Certain Costs and Expenses. Whether or not this Agreement becomes effective or the sale of the Shares to the Underwriters is consummated, the Company shall pay all costs and expenses incident to the issuance, offering, sale and delivery of the Shares and the performance of its obligations under this Agreement, including without limitation: (i) all fees and expenses of the Company's legal counsel and accountants; (ii) all costs and expenses incident to the preparation, printing, filing and distribution of the Registration Statement (including the financial statements contained therein and all exhibits and amendments thereto), each Preliminary Prospectus and the Prospectus, each as amended or supplemented, this Agreement and the other agreements and documents referred to herein, each in such quantities as you shall deem necessary; (iii) all fees of NASD required in connection with the filing required by NASD to be made by the Representative with respect to the Offering; (iv) all expenses, including fees (but not in excess of the amount set forth in Section 3(b)) and disbursements of Representative's Counsel in connection with the qualification of the Securities under the "blue sky" laws which you shall designate; (v) all costs and expenses of printing the respective certificates representing the Shares; (vi) the expense of placing one or more "tombstone" advertisements or promotional materials as directed by you (provided, however, that the aggregate amount thereof shall not exceed $10,00020,000); (vii) all costs and expenses of the Company and its employees (but not of the Representative or its employees) associated with due diligence meetings and presentations; (viii) all costs and expenses associated with the preparation of a seven to ten minute professional video presentation concerning the Company, its products and its management for broker due diligence purposes; (ix) any and all taxes (including without limitation any transfer, franchise, capital stock or other tax imposed by any jurisdiction) on sales of the Shares to the Underwriters hereunder; and (x) all costs and expenses incident to the furnishing of any amended Prospectus or any supplement to be attached to the Prospectus as required by Sections 3(a) and 3(d), except as otherwise provided by said Sections.minute

Certain Costs and Expenses. Whether Without in any way limiting the generality of Sections 10.2 or not this Agreement becomes effective or the sale 15.5 of the Shares to the Underwriters is consummatedCredit Agreement, the Company Parent acknowledges and agrees that it shall pay all costs and expenses incident to the issuance, offering, sale and delivery of the Shares and the performance of its obligations under this Agreement, including without limitation: (i) all promptly pay the reasonable fees and expenses disbursements of the Company's all legal counsel and accountants; (ii) all costs and expenses incident to retained by the preparation, printing, filing and distribution of the Registration Statement (including the financial statements contained therein and all exhibits and amendments thereto), each Preliminary Prospectus and the Prospectus, each as amended or supplemented, this Agreement and the other agreements and documents referred to herein, each in such quantities as you shall deem necessary; (iii) all fees of NASD required Administrative Agent in connection with the filing required by NASD preparation, negotiation, execution and delivery of this Amendment or any related documents (it is understood and agreed that the $44,200 of legal fees and disbursements referred to be made by the Representative in Section 6.01(c) above are with respect to such legal fees of Xxxx Xxxxx & Xxxxxxx LLP through the Offering; date hereof and that the Parent shall be responsible for (ivand promptly pay upon presentation of invoices by Xxxx Xxxxx & Xxxxxxx LLP) all expensesany fees or disbursements of Xxxx Xxxxx & Xxxxxxx LLP incurred after the date hereof) or any future waiver or modification (or proposed modification or waiver whether or not consummated), including fees if any, of any Loan Document(s) or Warrants or any related documents (but provided that Parent shall not in excess have to pay the allocable costs of internal legal services of the amount set forth in Section 3(b)) and disbursements of Representative's Counsel Administrative Agent in connection with the qualification preparation, negotiation, execution and delivery of this Amendment; provided it is understood and agreed that this parenthetical phrase shall not, and shall not be interpreted to, limit the right of the Securities under Administrative Agent or any Lender to receive the "blue sky" laws which you shall designate; allocable costs of internal legal services with respect to agreements or matters other than the preparation, negotiation, execution and delivery of this Amendment) or in connection with the Forsyth Merger Agreement or Forsyth Merger, (vii) promptly pay the reasonable fees and disbursements, if any, of any legal counsel retained by any of the Lenders in connection with the review or negotiation of the Eleventh Amendment Additional Warrants or any related warrant document, and (iii) promptly pay all costs fees of Capstone (as defined in the Modification and expenses Limited Waiver) incurred (at any time) by the Administrative Agent whether such fees relate to the Refinancing (as defined in Amendment No. 11), the Forsyth Merger Agreement or Forsyth Merger, discussions with the Loan Parties, the Investment Banker as defined in Amendment No. 11 (in the case of printing the respective certificates representing Investment Banker, with respect to matters relating solely to the Shares; Refinancing), the Lenders or the Administrative Agent, updates to the Lenders or the Administrative Agent, the review of projections or the audit report and financial statements referred to in Section 5.01(g) of Amendment No. 11 or other financial matters, or any other matters relating to the Loan Parties and/or Subsidiaries (vi) the expense of placing one or more "tombstone" advertisements or promotional materials as directed by you (provided, however, it is understood and agreed that the aggregate amount thereof $8,785 of Capstone fees referred to in Section 6.01(c) above are with respect to fees of Capstone incurred through the date hereof and that the Parent shall also be responsible for (and promptly pay upon presentation of invoices by Capstone) any fees of Capstone incurred after the date hereof). The obligations of the Parent under this Section 7.04 shall be considered part of the Parent’s obligations under Section 15.5 of the Credit Agreement. The Borrowers and other Credit Parties hereby agree that all findings and conclusions and other work product of Capstone shall be protected by the attorney-client privilege and shall not exceed $10,000); (vii) all costs and expenses of be subject to review or discovery by the Company and its employees (but not of the Representative or its employees) associated with due diligence meetings and presentations; (viii) all costs and expenses associated with the preparation of a seven to ten minute professional video presentation concerning the Company, its products and its management for broker due diligence purposes; (ix) any and all taxes (including without limitation any transfer, franchise, capital stock or other tax imposed by any jurisdiction) on sales of the Shares to the Underwriters hereunder; and (x) all costs and expenses incident to the furnishing of any amended Prospectus Borrowers or any supplement to be attached to the Prospectus as required by Sections 3(a) and 3(d), except as otherwise provided by said Sectionsother Credit Party.

Certain Costs and Expenses. Whether or not this Agreement becomes effective or the sale of the Shares Units to the Underwriters Underwriter is consummated, the Company shall pay all costs and expenses expense incident to the issuance, offering, sale and delivery of the Shares Units and the performance of its obligations under this Agreement, including without limitation: (i) all fees and expenses of the Company's legal counsel and accountants; (ii) all costs and expenses incident to the preparation, printing, filing and distribution of the Registration Statement (including the financial statements contained therein and all exhibits and amendments thereto), each Preliminary Prospectus and the Prospectus, each as amended or supplemented, this Agreement and the other underwriting documents, as well as the other agreements and documents referred to herein, herein and the Blue Sky Memorandum; each in such quantities as you shall deem necessary; (iii) all fees of NASD required in connection with the filing required by NASD to be made by the Representative Underwriter with respect to the Offering; (iv) all expenses, including fees (but not in excess of the amount set forth in Section 3(b)) and disbursements of RepresentativeUnderwriter's Counsel in connection with the qualification of the Securities under the "blue sky" laws which you shall designate; (v) all costs and expenses of printing the respective certificates representing the SharesShares and the Warrants; (vi) the expense of placing one or more "tombstone" advertisements or promotional materials as directed by you (provided, however, that the aggregate amount thereof shall not exceed $10,000)) and of offering memorabilia; (vii) all costs and expenses of the Company and its employees (but not of the Representative Underwriter or its employees) associated with due diligence meetings and presentationspresentations (including the payment for road show conference centers); (viii) all costs and expenses associated with the preparation of a seven to ten minute professional video presentation concerning the Company, its products and its management for broker due diligence purposes; (ix) any and all taxes (including without limitation any transfer, franchise, capital stock or other tax imposed by any jurisdiction) on sales of the Shares Units to the Underwriters Underwriter hereunder; and (x) all costs and expenses incident to the furnishing of any amended Prospectus or any supplement to be attached to the Prospectus as required by Sections 3(a) and 3(d), except as otherwise provided by said Sections. In addition, the Company shall engage Underwriter's Counsel to provide the Underwriter, at the Closing and quarterly thereafter, until such time as the Common Stock is listed on the New York Stock Exchange or the American Stock Exchange or quoted on NASDAQ/NMS, with a memorandum, setting forth those states in which the Common Stock and the Warrants may be traded in non-issuer transactions under the blue sky laws of the 50 states. The Company shall pay such counsel a one-time fee of $12,500 at the Closing for such opinions.

Certain Costs and Expenses. Whether or not this Agreement becomes effective or the sale of the Shares to the Underwriters is consummated, the Company shall pay all costs and expenses incident to the issuance, offering, sale and delivery of the Shares and the performance of its obligations under this Agreement, including without limitation: (i) all fees and expenses of the Company's legal counsel and accountants; (ii) all costs and expenses incident to the preparation, printing, filing and distribution of the Registration Statement (including the financial statements contained therein and all exhibits and amendments thereto), each Preliminary Prospectus and the Prospectus, each as amended or supplemented, this Agreement and the other agreements and documents referred to herein, each in such quantities as you shall deem necessary; (iii) all fees of NASD required in connection with the filing required by NASD to be made by the Representative with respect to the Offering; (iv) all expenses, including fees (but not in excess of the amount set forth in Section 3(b)) and disbursements of Representative's Counsel in connection with the qualification of the Securities under the "blue sky" laws which you shall designate; (v) all costs and expenses of printing the respective certificates representing the Shares; (vi) the expense of placing one or more "tombstone" advertisements or promotional materials as directed by you (provided, however, that the aggregate amount thereof shall not exceed $10,000); (vii) all costs and expenses of the Company and its employees (but not of the Representative or its employees) associated with due diligence meetings and presentations; (viii) all costs and expenses associated with the preparation of a seven to ten minute professional video slide presentation concerning the Company, its products and its management for broker due diligence purposes; (ix) any and all taxes (including without limitation any transfer, franchise, capital stock or other tax imposed by any jurisdiction) on sales of the Shares to the Underwriters hereunder; and (x) all costs and expenses incident to the furnishing of any amended Prospectus or any supplement to be attached to the Prospectus as required by Sections 3(a3(A) and 3(d3(A), except as otherwise provided by said Sections.

Certain Costs and Expenses. Whether Without in any way limiting the generality of Sections 10.2 or not this Agreement becomes effective or the sale 15.5 of the Shares to the Underwriters is consummatedCredit Agreement, the Company Parent acknowledges and agrees that it shall pay all costs and expenses incident to the issuance, offering, sale and delivery of the Shares and the performance of its obligations under this Agreement, including without limitation: (i) all promptly pay the reasonable fees and expenses disbursements of the Company's all legal counsel and accountants; (ii) all costs and expenses incident to retained by the preparation, printing, filing and distribution of the Registration Statement (including the financial statements contained therein and all exhibits and amendments thereto), each Preliminary Prospectus and the Prospectus, each as amended or supplemented, this Agreement and the other agreements and documents referred to herein, each in such quantities as you shall deem necessary; (iii) all fees of NASD required Administrative Agent in connection with the filing required by NASD preparation, negotiation, execution and delivery of this Amendment or the Warrants or any related documents or any future waiver or modification (or proposed modification or waiver whether or not consummated), if any, of any Loan Document(s) or the Warrants or any related documents (provided that Borrower shall not have to be made by pay the Representative with respect to the Offering; (iv) all expenses, including fees (but not in excess allocable costs of internal legal services of the amount set forth in Section 3(b)) and disbursements of Representative's Counsel Administrative Agent in connection with the qualification preparation, negotiation, execution and delivery of this Amendment; provided it is understood and agreed that this parenthetical phrase shall not, and shall not be interpreted to, limit the right of the Securities under Administrative Agent or any Lender to receive the "blue sky" laws which you shall designate; allocable costs of internal legal services with respect to agreements or matters other than the preparation, negotiation, execution and delivery of this Amendment), (vii) all costs reasonable fees and expenses disbursements of printing any legal counsel retained by any of the respective certificates representing Lenders in connection with the Shares; review or negotiation of the Warrants or any related warrant document, (viiii) the expense reasonable fees and disbursements of placing one or more "tombstone" advertisements or promotional materials legal counsel retained by the Administrative Agent to review the legal opinion referred to in Section 3 hereof (such fees and disbursements shall be billed separately from the fees and disbursements referred to in Section 4.01(c) above), and (iv) pay all fees of Capstone (as directed defined in the Modification and Limited Waiver) incurred by you (provided, however, the Agent. The Borrowers and other Credit Parties hereby agree that all findings and conclusions and other work product of Capstone shall be protected by the aggregate amount thereof attorney-client privilege and shall not exceed $10,000); (vii) all costs and expenses of be subject to review or discovery by the Company and its employees (but not of the Representative or its employees) associated with due diligence meetings and presentations; (viii) all costs and expenses associated with the preparation of a seven to ten minute professional video presentation concerning the Company, its products and its management for broker due diligence purposes; (ix) any and all taxes (including without limitation any transfer, franchise, capital stock or other tax imposed by any jurisdiction) on sales of the Shares to the Underwriters hereunder; and (x) all costs and expenses incident to the furnishing of any amended Prospectus Borrowers or any supplement to be attached to the Prospectus as required by Sections 3(a) and 3(d), except as otherwise provided by said Sectionsother Credit Party.

Certain Costs and Expenses. Whether or not this Agreement becomes effective or the sale of the Shares to the Underwriters is consummated, the Company shall pay all costs and expenses incident to the issuance, offering, sale and delivery of the Shares and the performance of its obligations under this Agreement, including without limitation: (i) all fees and expenses of the Company's legal counsel and accountants; (ii) all costs and expenses incident to the preparation, printing, filing and distribution of the Registration Statement (including the financial statements contained therein and all exhibits and amendments thereto), each Preliminary Prospectus and the Prospectus, each as amended or supplemented, this Agreement and the other agreements and documents referred to herein, each in such quantities as you shall deem necessary; (iii) all fees of NASD required in connection with the filing required by NASD to be made by the Representative with respect to the Offering; (iv) all expenses, including fees (but not in excess of the amount set forth in Section 3(b)) and disbursements of Representative's Counsel in connection with the qualification of the Securities under the "blue sky" laws which you shall designate; (v) all costs and expenses of printing the respective certificates representing the Shares; (vi) the expense of placing one or more "tombstone" advertisements or promotional materials as directed by you (provided, however, that the aggregate amount thereof shall not exceed $10,00020,000); (vii) all costs and expenses of the Company and its employees (but not of the Representative or its employees) associated with due diligence meetings and presentations; (viii) all costs and expenses associated with the preparation of a seven to ten minute professional video presentation concerning the Company, its products and its management for broker due diligence purposes; (ix) any and all taxes (including without limitation any transfer, franchise, capital stock or other tax imposed by any jurisdiction) on sales of the Shares to the Underwriters hereunder; and (x) all costs and expenses incident to the furnishing of any amended Prospectus or any supplement to be attached to the Prospectus as required by Sections 3(a) and 3(d), except as otherwise provided by said Sections.

Certain Costs and Expenses. Whether or not this Agreement becomes effective or the sale of the Shares shares of Common Stock and Warrants to the Underwriters Underwriter is consummated, the Company shall pay all costs and expenses expense incident to the issuance, offering, sale and delivery of the Shares Units and the performance of its obligations under this Agreement, including without limitation: (i) all fees and expenses of the Company's legal counsel and accountants; (ii) all costs and expenses incident to the preparation, printing, filing and distribution of the Registration Statement (including the financial statements contained therein and all exhibits and amendments thereto), each Preliminary Prospectus and the Prospectus, each as amended or supplemented, this Agreement and the other underwriting documents, as well as the other agreements and documents referred to herein, herein and the Blue Sky Memorandum; each in such quantities as you shall deem necessary; (iii) all fees of NASD required in connection with the filing required by NASD to be made by the Representative Underwriter with respect to the Offering; (iv) all expenses, including fees (but not in excess of the amount set forth in Section 3(b)) and disbursements of RepresentativeUnderwriter's Counsel in connection with the qualification of the Securities under the "blue sky" laws which you shall designate; (v) all costs and expenses of printing the respective certificates representing the Sharesshares of Common Stock and the Warrants; (vi) the expense of placing one or more "tombstone" advertisements or promotional materials as directed by you (provided, however, that the aggregate amount thereof shall not exceed $10,000)) and of offering memorabilia; (vii) all costs and expenses of the Company and its employees (but not of the Representative Underwriter or its employees) associated with due diligence meetings and presentationspresentations (including the payment for road show conference centers); (viii) all costs and expenses associated with the preparation of a seven to ten minute professional video presentation concerning the Company, its products and its management for broker due diligence purposes; (ix) any and all taxes (including without limitation any transfer, franchise, capital stock or other tax imposed by any jurisdiction) on sales of the Shares shares of Common Stock and Warrants to the Underwriters Underwriter hereunder; and (x) all costs and expenses incident to the furnishing of any amended Prospectus or any supplement to be attached to the Prospectus as required by Sections 3(a) and 3(d), except as otherwise provided by said Sections. In addition, the Company shall engage Underwriter's Counsel to provide the Underwriter, at the Closing and quarterly thereafter, until such time as the Common Stock is listed on the New York Stock Exchange or the American Stock Exchange or quoted on NASDAQ/NMS, with a memorandum, setting forth those states in which the Common Stock and the Warrants may be traded in non-issuer transactions under the blue sky laws of the 50 states. The Company shall pay such counsel a one-time fee of $12,500 at the Closing for such opinions.

Certain Costs and Expenses. Whether or not this Agreement becomes effective or the sale of the Shares Units to the Underwriters Underwriter is consummated, the Company shall pay all reasonable out-of-pocket costs and expenses expense incident to the issuance, offering, sale and delivery of the Shares Units and the performance of its obligations under this Agreement, including without limitation: (i) all fees and expenses of the Company's legal counsel and accountants; (ii) all costs and expenses incident to the preparation, printing, filing and distribution of the Registration Statement (including the financial statements contained therein and all exhibits and amendments thereto), each Preliminary Prospectus and the Prospectus, each as amended or supplemented, this Agreement and the other underwriting documents, as well as the other agreements and documents referred to herein, herein and the Blue Sky Memorandum; each in such quantities as you shall deem necessary; (iii) all fees of NASD required in connection with the filing required by NASD to be made by the Representative Underwriter with respect to the Offering; (iv) all reasonable expenses, including fees (but not in excess of the amount set forth in Section 3(b)) and disbursements of RepresentativeUnderwriter's Counsel in connection with the qualification of the Securities under the "blue sky" laws which you shall designate; (v) all costs and expenses of printing the respective certificates representing the SharesShares and the Warrants; (vi) the expense of placing one or more "tombstone" advertisements or promotional materials as directed by you (provided, however, that the aggregate amount thereof shall not exceed $10,000)) and of offering memorabilia; (vii) all costs and expenses of the Company and its employees (but not of the Representative Underwriter or its employees) associated with due diligence meetings and presentationspresentations (including the payment for road show conference centers); (viii) all costs and expenses associated with the preparation of a seven to ten minute professional video presentation concerning the Company, its products and its management for broker due diligence purposespurposes not to exceed $5,000; (ix) any and all taxes (including without limitation any transfer, franchise, capital stock or other tax imposed by any jurisdiction) on sales of the Shares Units to the Underwriters Underwriter hereunder; and (x) all costs and expenses incident to the furnishing of any amended Prospectus or any supplement to be attached to the Prospectus as required by Sections 3(a) and 3(d), except as otherwise provided by said Sections. In addition, the Company shall engage Underwriter's Counsel to provide the Underwriter, at the Closing and quarterly thereafter, until such time as the Common Stock is listed on the New York Stock Exchange or the American Stock Exchange or quoted on NASDAQ/NMS, with a memorandum, setting forth those states in which the Common Stock and the Warrants may be traded in non-issuer transactions under the blue sky laws of the 50 states. The Company shall pay such counsel a one-time fee of $12,500 at the Closing for such opinions.

Certain Costs and Expenses. Whether Without in any way limiting the generality of Sections 10.2 or not this Agreement becomes effective or the sale 15.5 of the Shares to the Underwriters is consummatedCredit Agreement, the Company Parent acknowledges and agrees that it shall pay all costs and expenses incident to the issuance, offering, sale and delivery of the Shares and the performance of its obligations under this Agreement, including without limitation: (i) all promptly pay the reasonable fees and expenses disbursements of the Company's all legal counsel and accountants; (ii) all costs and expenses incident to retained by the preparation, printing, filing and distribution of the Registration Statement (including the financial statements contained therein and all exhibits and amendments thereto), each Preliminary Prospectus and the Prospectus, each as amended or supplemented, this Agreement and the other agreements and documents referred to herein, each in such quantities as you shall deem necessary; (iii) all fees of NASD required Administrative Agent in connection with the filing required by NASD preparation, negotiation, execution and delivery of this Amendment or any of the Eleventh Amendment Additional Warrants or any related documents (it is understood and agreed that the $42,900 of legal fees and disbursements referred to be made by the Representative in Section 5.01(c) above are with respect to such legal fees of Xxxx Xxxxx & Xxxxxxx LLP through the Offering; date hereof and that the Parent shall be responsible for (ivand promptly pay upon presentation of invoices by Xxxx Xxxxx & Xxxxxxx LLP) all expensesany fees or disbursements of Xxxx Xxxxx & Xxxxxxx LLP incurred after the date hereof) or any future waiver or modification (or proposed modification or waiver whether or not consummated), including fees if any, of any Loan Document(s) or Warrants or any related documents (but provided that Parent shall not in excess have to pay the allocable costs of internal legal services of the amount set forth in Section 3(b)) and disbursements of Representative's Counsel Administrative Agent in connection with the qualification preparation, negotiation, execution and delivery of this Amendment; provided it is understood and agreed that this parenthetical phrase shall not, and shall not be interpreted to, limit the right of the Securities under Administrative Agent or any Lender to receive the "blue sky" laws which you shall designate; allocable costs of internal legal services with respect to agreements or matters other than the preparation, negotiation, execution and delivery of this Amendment), (vii) promptly pay the reasonable fees and disbursements of any legal counsel retained by any of the Lenders in connection with the review or negotiation of the Eleventh Amendment Additional Warrants or any related warrant document, and (iii) promptly pay all costs fees of Capstone (as defined in the Modification and expenses Limited Waiver) incurred (at any time) by the Agent whether such fees relate to the Refinancing, discussions with the Loan Parties, the Investment Banker (in the case of printing the respective certificates representing Investment Banker, with respect to matters relating solely to the Shares; Refinancing), the Lenders or the Administrative Agent, updates to the Lenders or the Administrative Agent, the review of projections or the audit report and financial statements referred to in Section 5.01(g) above or other financial matters, or any other matters relating to the Loan Parties and/or Subsidiaries (vi) the expense of placing one or more "tombstone" advertisements or promotional materials as directed by you (provided, however, it is understood and agreed that the aggregate amount thereof $83,673.61 of Capstone fees referred to in Section 5.01(c) above are with respect to fees of Capstone incurred through the date hereof and that the Parent shall not exceed $10,000); also be responsible for (vii) all costs and expenses of the Company and its employees (but not of the Representative or its employees) associated with due diligence meetings and presentations; (viii) all costs and expenses associated with the preparation of a seven to ten minute professional video presentation concerning the Company, its products and its management for broker due diligence purposes; (ix) any and all taxes (including without limitation any transfer, franchise, capital stock or other tax imposed by any jurisdiction) on sales of the Shares to the Underwriters hereunder; and (x) all costs and expenses incident to the furnishing of any amended Prospectus or any supplement to be attached to the Prospectus as required by Sections 3(a) and 3(d), except as otherwise provided by said Sections.promptly

Certain Costs and Expenses. Whether or not this Agreement becomes effective or the sale of the Shares Securities to the Underwriters is consummated, the Company shall pay all costs and expenses expense incident to the issuance, offering, sale and delivery of the Shares Securities and the performance of its obligations under this Agreement, including without limitation: (i) all fees and expenses of the Company's legal counsel and accountants; (ii) all costs and expenses incident to the preparation, printing, filing and distribution of the Registration Statement (including the financial statements contained therein and all exhibits and amendments thereto), each Preliminary Prospectus and the Prospectus, each as amended or supplemented, this Agreement and the other underwriting documents, as well as the other agreements and documents referred to herein, herein and the Blue Sky Memorandum; each in such quantities as you shall deem necessary; (iii) all fees of NASD required in connection with the filing required by NASD to be made by the Representative Underwriter with respect to the Offering; (iv) all expenses, including fees (but not in excess of the amount set forth in Section 3(b)) and disbursements of Representative's Underwriters' Counsel in connection with the qualification of the Securities under the "blue sky" laws which you shall designate; (v) all costs and expenses of printing the respective certificates representing the SharesShares and the Warrants; (vi) the expense of placing one or more "tombstone" advertisements or promotional materials as directed by you (provided, however, that the aggregate amount thereof shall not exceed $10,000)) and of offering memorabilia; (vii) all costs and expenses of the Company and its employees (but not of the Representative Underwriters or its employees) associated with due diligence meetings and presentationspresentations (including the payment for road show conference centers); (viii) all costs and expenses associated with the preparation of a seven to ten minute professional video presentation concerning the Company, its products and its management for broker due diligence purposes; (ix) any and all taxes (including without limitation any transfer, franchise, capital stock or other tax imposed by any jurisdiction) on sales of the Shares Securities to the Underwriters hereunder; and (xxi) all costs and expenses incident to the furnishing of any amended Prospectus or any supplement to be attached to the Prospectus as required by Sections 3(a) and 3(d), except as otherwise provided by said Sections. In addition, the Company shall engage Underwriters' Counsel to provide the Underwriters, at the Closing and quarterly thereafter, until such time as the Common Stock is listed on the New York Stock Exchange or the American Stock Exchange or quoted on NASDAQ/NMS, with a memorandum, setting forth those states in which the Common Stock and the Warrants may be traded in non-issuer transactions under the blue sky laws of the 50 states. The Company shall pay such counsel a one-time fee of $12,500 at the Closing for such opinions.