Common use of Payment of Expense Clause in Contracts

Payment of Expense. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company and, only to the extent expressly set forth below, the Selling Stockholders hereby agree, except as otherwise provided in this Section 6, to pay all costs and expenses incident to the performance of their respective obligations hereunder, including the following: (i) all expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or documents (including any compilations thereof) in connection with the Offering; (iv) all expenses in connection with the qualification of the Shares for offering and sale under state or foreign securities or blue sky laws as provided in Section 5(a)(v) hereof, including the fees and disbursements of counsel for the Underwriters in connection with such qualification or offering and in connection with any blue sky survey (which fees and disbursements shall not exceed $15,000); (v) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the NASD of the terms of the Offering (which fees and disbursements shall not exceed $20,000); (vi) all fees and expenses, if any, in connection with listing the Shares on the Nasdaq; (vii) all travel expenses of the Company's officers and employees and any other expense of the Company incurred in connection with attending meetings with prospective purchasers of the Shares and (viii) the fees of the Custodian and other fees and expenses related to the offering of Shares by the Selling Stockholders. The Company also will pay or cause to be paid: (i) the cost of preparing stock certificates for the Shares; (ii) the cost and charges of any transfer agent or registrar for the Shares; and (iii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 6. It is understood, however, that except as provided in this Section 6, and Sections 8, 9 and 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Shares by them, and any advertising expenses connected with any offers they may make. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 7 or 12(b) hereof, or subsequent to a Material Adverse Change, the Company will pay all out-of-pocket expenses of the Underwriters incurred in connection herewith. Each Selling Stockholder shall pay all of its own fees and expenses related to the offering of the Shares, including (i) the fees and disbursements of his or its counsel, if any, and (ii) any applicable stock transfer or other taxes related to the offering of his or its Shares. Notwithstanding the foregoing, nothing herein shall affect any agreement that the Company and the Selling Stockholders may make for the sharing or allocation of such costs and expenses.

Payment of Expense. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company and, only to the extent expressly set forth below, the Selling Stockholders hereby agree, except as otherwise provided in this Section 6, agrees to pay all reasonable costs and expenses incident to the performance of their respective the obligations of the Company and the Selling Stockholders hereunder, including the following: those in connection with (i) all expenses in connection with the preparationpreparing, printing printing, duplicating, filing and filing of distributing the Registration Statement, as originally filed and all amendments thereof (including all exhibits thereto), any Preliminary Prospectus and preliminary prospectus, the Prospectus and any and all amendments and thereof or supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the feesincluding, disbursements without limitation, fees and expenses of the Company's counsel accountants and accountants in connection with counsel), the registration underwriting documents (including this Agreement, and the Agreement Among Underwriters) and all other documents related to the public offering of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or documents (including any compilations thereof) in connection with the Offering; (iv) all expenses in connection with the qualification of the Shares for offering and sale under state or foreign securities or blue sky laws as provided in Section 5(a)(v) hereof, including the fees and disbursements of counsel for those supplied to the Underwriters in connection with such qualification or offering and in connection with any blue sky survey quantities as hereinabove stated), (which fees and disbursements shall not exceed $15,000); (vii) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the NASD of the terms of the Offering (which fees and disbursements shall not exceed $20,000); (vi) all fees and expenses, if any, in connection with listing the Shares on the Nasdaq; (vii) all travel expenses of the Company's officers and employees and any other expense expenses of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Shares, (iii) the issuance, transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iv) the qualification of the Shares under state or foreign securities or Blue Sky Laws, including the costs of printing and (viii) mailing a preliminary and final "Blue Sky Survey" and the fees of counsel for the Custodian Underwriters and other such counsel's disbursements in relation thereto, (v) quotation of the Shares on the NASDAQ, (vi) filing fees of the Commission and expenses related to the offering National Association of Shares by the Selling Stockholders. The Company also will pay or cause to be paid: Securities Dealers, Inc., (ivii) the cost of preparing stock printing certificates for representing the Shares; , and (iiviii) the cost and charges of any transfer agent or registrar for the Shares; and (iii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 6. It is understood, however, that except as provided in this Section 6, and Sections 8, 9 and 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Shares by them, and any advertising expenses connected with any offers they may make. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 7 or 12(b) hereof, or subsequent to a Material Adverse Change, the Company will pay all out-of-pocket expenses of the Underwriters incurred in connection herewith. Each Selling Stockholder shall pay all of its own fees and expenses related to the offering of the Shares, including (i) the fees and disbursements of his or its counsel, if any, and (ii) any applicable stock transfer or other taxes related to the offering of his or its Shares. Notwithstanding the foregoing, nothing herein shall affect any agreement that the Company and the Selling Stockholders may make for the sharing or allocation of such costs and expensesregistrar.

Payment of Expense. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company and, only to the extent expressly set forth below, the Selling Stockholders hereby agree, except as otherwise provided in this Section 6, agrees to pay all costs and expenses incident to the performance of their respective the obligations of the Company hereunder, including the following: those in connection with (i) all expenses in connection with the preparationpreparing, printing printing, duplicating, filing and filing of distributing the Registration Statement, as originally filed and all amendments thereof (including all exhibits thereto), any Preliminary Prospectus and preliminary prospectus, the Prospectus and any and all amendments and thereof or supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the feesincluding, disbursements without limitation, fees and expenses of the Company's counsel accountants and accountants in connection with counsel), the registration Indenture, the underwriting documents (including this Agreement), and all other documents related to the public offering of the Shares under Securities (including those supplied to you in quantities as hereinabove stated), (ii) the issuance, transfer and delivery of the Securities Act and the Offering; to you, including any transfer or other taxes payable thereon, (iii) the cost qualification of producing this Agreement the Securities under state and any agreement among Underwritersforeign securities or Blue Sky laws and the eligibility of the Securities for investment under state and foreign law, blue sky surveyincluding the costs of printing and mailing a preliminary and final "Blue Sky Survey" and a "Legal Investment Memorandum" and the reasonable fees of your counsel and such counsel's reasonable disbursements in relation thereto, closing documents and other instruments, agreements or documents (including any compilations thereof) in connection with the Offering; (iv) all expenses in connection with the qualification review of the Shares for terms of the public offering and sale under state or foreign securities or blue sky laws as provided in Section 5(a)(v) hereofof the Securities by the NASD, including the fees and disbursements of counsel for the Underwriters in connection with such qualification or offering and in connection with any blue sky survey (which fees and disbursements shall not exceed $15,000); (v) the filing rating of the Securities by one or more rating agencies and (vi) the fees incident to, and expenses of the Trustee and any agent of the Trustee and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the NASD of the terms of the Offering (which fees and disbursements shall not exceed $20,000); (vi) all fees and expenses, if any, Trustee in connection with listing the Shares on the Nasdaq; (vii) all travel expenses of the Company's officers and employees and any other expense of the Company incurred in connection with attending meetings with prospective purchasers of the Shares and (viii) the fees of the Custodian and other fees and expenses related to the offering of Shares by the Selling Stockholders. The Company also will pay or cause to be paid: (i) the cost of preparing stock certificates for the Shares; (ii) the cost and charges of any transfer agent or registrar for the Shares; and (iii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 6. It is understood, however, that except as provided in this Section 6, and Sections 8, 9 and 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Shares by them, and any advertising expenses connected with any offers they may make. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 7 or 12(b) hereof, or subsequent to a Material Adverse Change, the Company will pay all out-of-pocket expenses of the Underwriters incurred in connection herewith. Each Selling Stockholder shall pay all of its own fees and expenses related to the offering of the Shares, including (i) the fees and disbursements of his or its counsel, if any, and (ii) any applicable stock transfer or other taxes related to the offering of his or its Shares. Notwithstanding the foregoing, nothing herein shall affect any agreement that the Company Indenture and the Selling Stockholders may make for the sharing or allocation of such costs and expensesSecurities.

Payment of Expense. Whether or not The Company agrees with the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company and, only to the extent expressly set forth below, the Selling Stockholders hereby agree, except as otherwise provided in this Section 6, Underwriter to pay all (a) the costs and expenses incident to the performance authorization, issuance, sale, preparation and delivery of their respective obligations hereunder, including the following: Stock and any taxes payable in that connection; (ib) all expenses in connection with the costs incident to the Registration of the Stock under the Securities Act; (c) the costs incident to the preparation, printing and filing distribution of the Registration Statement, Preliminary Prospectus, Prospectus any Preliminary Prospectus amendments and exhibits thereto the costs of printing, reproducing and distributing the Power of Attorney, the Custody Agreement, the "Agreement Among Underwriters" between the Representatives and the Prospectus Underwriters, the Master Selected Dealers' Agreement, the Underwriters' Questionnaire and this Agreement 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 filings made with the National Association of Securities Dealers; (e) any applicable listing or other fees; (f) the fees and all amendments expenses of qualifying the Stock under the securities laws of the several jurisdictions as provided in Section 4[I](f) and supplements thereto of preparing, printing and the mailing distributing Blue Sky Memoranda and delivering Legal Investment Surveys (including related fees and expenses of copies thereof counsel to the Underwriters and dealersUnderwriters); (iig) the fees, disbursements all fees and expenses of the Company's counsel registrar and accountants in connection with the registration transfer agent of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or documents (including any compilations thereof) in connection with the Offering; (iv) all expenses in connection with the qualification of the Shares for offering and sale under state or foreign securities or blue sky laws as provided in Section 5(a)(v) hereof, including the fees and disbursements of counsel for the Underwriters in connection with such qualification or offering and in connection with any blue sky survey (which fees and disbursements shall not exceed $15,000); (v) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the NASD of the terms of the Offering (which fees and disbursements shall not exceed $20,000); (vi) all fees and expenses, if any, in connection with listing the Shares on the Nasdaq; (vii) all travel expenses of the Company's officers and employees and any other expense of the Company incurred in connection with attending meetings with prospective purchasers of the Shares and (viii) the fees of the Custodian and other fees and expenses related to the offering of Shares by the Selling Stockholders. The Company also will pay or cause to be paid: (i) the cost of preparing stock certificates for the Shares; (ii) the cost and charges of any transfer agent or registrar for the SharesStock; and (iiih) all other costs and expenses incident to the performance of its the obligations hereunder which are not otherwise specifically of the Company [and of the Selling Stockholder[s]] under this Agreement (including, without limitation, the fees and expenses of the Company's counsel and the Company's independent accountants); provided for in this Section 6. It is understoodthat, however, that except as otherwise provided in this Section 6, 5 and Sections 8, 9 and 12 hereofin Section 10, the Underwriters will shall pay all of their own costs and expenses, including the fees and expenses of their counsel, stock any transfer taxes on resale the Stock which they may sell and the expenses of advertising any offering of the Shares Stock made by them, and any advertising expenses connected with any offers they may make. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 7 or 12(b) hereof, or subsequent to a Material Adverse Change, the Company will pay all out-of-pocket expenses of the Underwriters incurred in connection herewithUnderwriters. Each Selling Stockholder shall will pay all of its own fees and expenses related incident to the offering performance of such Selling Stockholder's obligations under this Agreement which are not otherwise specifically provided for herein, including but not limited to any fees and expenses of counsel for such Selling Stockholder, such Selling Stockholder's pro rata share of fees and expenses of the Shares, including (i) Attorneys-in-fact and the fees Custodian and disbursements of his or its counsel, if any, all expenses and (ii) any applicable stock transfer or other taxes related incident to the offering sale and delivery of his or its Shares. Notwithstanding the foregoing, nothing herein shall affect any agreement that Stock to be sold by such Selling Stockholder to the Company and the Selling Stockholders may make for the sharing or allocation of such costs and expensesUnderwriters hereunder.