Accountable Expenses Clause Samples

Accountable Expenses. The Company will also reimburse the Representative’s out-of-pocket accountable expenses, promptly upon receipt of an invoice therefore, for out-of-pocket costs and expenses in connection with the Offering, in total up to two hundred thousand dollars ($200,000) including but not limited to, (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the Offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with, any required review by FINRA of the terms of the sale of the Offered Securities; provided, that the reasonable fees and disbursements of counsel to the Underwriters; (vi) the cost of preparing stock certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Sec...

Accountable Expenses. The Company shall be responsible for and shall pay all expenses relating to the Offering, including (A) all filing fees and communication and printing expenses relating to the registration of the Securities and the filing of the offering materials with FINRA; (B) costs of preparing, printing and delivering exhibits to the Registration Statement; (C) fees associated with translating documents for due diligence purposes; (D) fees of the Company’s counsel and accountants, including fees associated with “blue sky” filings; (E) fees to translate documents for due diligence purposes; and (F) reasonable costs for road show meetings, including the cost of informational meetings. In addition, the Company shall reimburse the underwriters for all expenses of the Representative related to the Offering, including legal expenses, expenses related to printing, road show, due diligence, virtual data room and background checks, and other related expenses; provided, that such reimbursement obligation for accountable expenses shall not exceed $175,000. (A) Such expense reimbursements shall be paid by the Company promptly, but in no event more than ten (10) days after the date upon which the expense is submitted to the Company by the Representative, accompanied by appropriate back-up documentation. (B) Costs associated with “tombstone” advertisements, measuring at least 5x5 inches, that announce the completion of the offering to the financial community in publications to be designated by the Representative may not exceed $8,000 of the Company’s total $175,000 accountable expense reimbursement obligation. (C) In the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 7 hereof.

Accountable Expenses. The Company agrees to reimburse the Representative no later than one (1) Business Day upon receipt of any invoice for all of its reasonable, out-of-pocket expenses (including, but not limited to, travel, due diligence, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) for the performance of its services hereunder not to exceed an aggregate of $150,000, of which includes the $35,000 advance previously paid and regardless of whether the Offering occurs (the “Advance”). All documented out-of-pocket expenses of the Underwriters (including but not limited to fees and disbursements of counsel to the Underwriters and reasonable and accountable travel) incurred in connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110. If this Agreement is terminated pursuant to Section 10 hereof, or subsequent to a Material Adverse Change, the Company agrees to pay immediately any unreimbursed expenses that have accrued as of such date less the Advance. To the extent that the Underwriters’ documented out-of-pocket expenses are less than the Advance, the Underwriters will return to the Company that portion of the Advance not offset by actual expenses in accordance with FINRA Rule 5110(g)(4)(A) and 5110(g)(4)(B).

Accountable Expenses. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all accountable expenses relating to the offering, including the costs of preparing, printing, mailing and delivering the registration statement, the preliminary and final prospectus contained therein and amendments thereto, post-effective amendments and supplements thereto, the underwriting agreement and related documents (all in such quantities as the Representative may reasonably require); preparing and printing stock certificates; the costs of any “due diligence” meetings; all reasonable and documented fees and expenses for conducting a net road show presentation; all filing fees (including SEC filing fees) and communication expenses relating to the registration of the shares offered hereby; FINRA filing fees; the reasonable and documented fees and disbursements of the Representative’s counsel up to an amount of $40,000; background checks of the Company’s officers and directors described in Section 4.4; preparation of bound volumes and mementos in such quantities as the Representative may reasonably request up to an amount of $2,500; transfer taxes, if any, payable upon the transfer of securities from us to the underwriters; and the fees and expenses of the transfer agent, clearing firm and registrar for the shares; provided that the actual accountable expenses of the underwriter shall not exceed $100,000.

Accountable Expenses. Whether or not the transactions contemplated by this Agreement and the Registration Statement are consummated or this Agreement is terminated, the Company hereby agrees to pay all of the Underwriter’s costs and expenses actually incurred by the Underwriter in connection with the Offering, up to a total amount not exceeding $200,000, including the following: (A) all reasonable travel and lodging expenses incurred by the Underwriter and its counsel in connection with visits to, and examinations of, the Company; (B) background check on the Company’s principal shareholders, directors and officers; (C) the costs of all mailing and printing of the placement documents, registration statements, prospectuses and all amendments, supplements and exhibits thereto, and as many preliminary and final prospectuses as the underwriter may reasonably deem necessary; (D) the fees and expenses of the transfer agent for such Ordinary Shares; and (E) the reasonable cost for road show meetings and preparation of a power point presentation; provided, however, any expenses exceeding $5,000 shall be approved by the Company in writing or through E-mails in advance.

Accountable Expenses. The Company will also reimburse the Representative’s accountable expenses, promptly upon receipt of an invoice therefore, for out-of-pocket costs and expenses, in total up to $150,000 including but not limited to, (i) fees of legal counsel incurred by the underwriters in connection with the offering; (ii) all third party due diligence including the cost of any background checks; (iii) book-building and prospectus tracking software; (iv) reasonable roadshow expenses; (v) preparation of bound volumes and Lucite cube mementos in such quantities as the underwriters shall reasonably request, and (vi) background check consultant. The Company has advanced $60,000 to the Representative to partially cover its out-of-pocket accountable expenses. All advances will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred or are less than the advances paid in accordance with FINRA Rule 5110(g)(4).

Accountable Expenses. The Company agrees to reimburse DC, promptly when invoiced, for all of its reasonable out-of-pocket expenses in connection with the performance of its services hereunder, regardless of whether a transaction for which DC is entitled to compensation occurs, including the following: · Cost of on-site due diligence meetings, if applicable; · Officer background checks; · Corporate web site development costs, if applicable; · FINRA fees incurred by DC to conduct an Offering, including applicable Blue Sky fees; · State registrations, where necessary; · DC’s legal counsel fees; · Road show, travel, platform on-boarding fees, and other reasonable expenses D▇▇▇▇▇ Capital, LLC February 17, 2022 Engagement Agreement · Review of printing and publication Company annual reports, quarterly reports, and/or other shareholder communication collateral material. The maximum above out of pocket reimbursable expenses shall not exceed $5,000 in the aggregate.

Accountable Expenses. Subject to Section 13, the Company will reimburse the Managing Broker-Dealer and Selling Group Members for their expenses, on an accountable basis, in an amount equal to up to 2.5% of the principal amount of the L Bond sold, regardless of the maturity term, but subject to the final paragraph of this Section 8. The accountable expenses reimbursable under this Section 8 are referred to as “Accountable Expenses.” The Company and Managing Broker-Dealer shall work proactively with each other to insure that each are timely informed of all Accountable Expenses and commitments to pay such expenses as they are made. Accountable Expenses shall be payable in the same manner and on the same terms as Fees are payable under Section 7. In addition, the Company will pay the Managing Broker-Dealer a $5,000 monthly retainer, payable in advance on or before the third business day of each month, to reimburse anticipated due-diligence and travel-related expenses prior to the commencement of the Offering (the “Pre-Offering Monthly Retainer”); provided, however, that the maximum amount of Pre-Offering Monthly Retainer payable to the Managing Broker-Dealer will be $30,000. The Pre-Offering Monthly Retainer will no longer be payable by the Company, and shall be terminated, effective as of the month next following the month in which the Offering is declared effective by the SEC (regardless of whether or not the $30,000 maximum shall have then been attained). In the event that the Offering is terminated or abandoned such that the Pre-Offering Monthly Retainer paid to the Managing Broker-Dealer exceeds the amount of permitted Accountable Expenses hereunder, the Managing Broker-Dealer will reimburse the Company the amount of such excess. Finally (and notwithstanding the first paragraph of this Section 8), the aggregate amount of Wholesale Commissions, Accountable Expenses, the Pre-Offering Monthly Retainer, non-transaction-based and non-cash selling compensation will not aggregate to exceed the sum of the lesser of (i) 2.50% of the aggregate principal amount of L Bonds sold, regardless of their maturity term, or (ii) such lower amount as is necessary to ensure compliance with the Total Compensation limitation set forth in Section 7.6.

Accountable Expenses. Whether or not the offering is successfully completed, it shall be the Company's obligation to bear all of its expenses in connection with the proposed Offering, including, but not limited to, the following: filing fees, printing and duplicating costs, the Company's and Legend's postage, delivery, and advertising expenses, registrar and transfer agent fees, reasonable counsel and accounting fees of the Company and issue and transfer taxes.