Common use of Agreement to Pay Certain Fees Clause in Contracts

Agreement to Pay Certain Fees. (a) Each of the Issuers covenants and agrees with the several Underwriters that the Issuers will pay or cause to be paid the following: (i) the reasonable fees, disbursements and expenses of the Issuers’ counsel and accountants in connection with the issue of the Securities and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of producing and distributing the Blue Sky and Legal Investment Memoranda; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 5(d) hereof, including, without limitation, the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky and Legal Investment surveys; (iv) any fees charged by securities rating services for rating the Securities; (v) the cost of preparing the Securities; (vi) the fees and expenses of the Trustee and any agent of the Trustee and the fees and disbursements of counsel for the Trustee in connection with the Indenture, the Securities and the Security Documents and the fees and expenses attributable to creating and perfecting the security interest therein (including the reasonable related fees and expenses of counsel for the Underwriters for all periods prior to and after the Closing Date); (vii) all expenses and fees incurred in connection with the approval of the Securities for book-entry transfer by DTC; (viii) the cost of any filings required by Financial Industry Regulatory Authority Inc. and (ix) all other reasonable 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 9 and 12 hereof, the Underwriters will pay all their own costs and expenses, including, without limitation, the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make; and (b) If (i) this Agreement is terminated pursuant to Section 12, (ii) the Issuers for any reason fail to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Issuers agree to reimburse the Underwriters for all reasonable out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Agreement to Pay Certain Fees. (a) Each of the Issuers covenants and agrees with the several Underwriters Purchasers that the Issuers will pay or cause to be paid the following: (i) the reasonable fees, disbursements and expenses of the Issuers’ counsel and accountants in connection with the issue of the Securities Notes and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus Offering Memorandum and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters Purchasers and dealers; (ii) the cost of printing or producing and distributing any Agreement among Purchasers, this Agreement, the Indenture, the Notes, the Blue Sky and Legal Investment Memoranda, closing documents (including, without limitation, any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Notes; (iii) all expenses in connection with the qualification of the Securities Notes for offering and sale under state securities laws as provided in Section 5(d5(b) hereof, including, without limitation, the fees and disbursements of counsel for the Underwriters Purchasers in connection with such qualification and in connection with the Blue Sky and Legal Investment surveys; (iv) any fees charged by securities rating services for rating the SecuritiesNotes; (v) the cost of preparing the SecuritiesNotes; (vi) the fees and expenses of the Trustee and any agent of the Trustee and the fees and disbursements of counsel for the Trustee in connection with the Indenture, the Securities Indenture and the Security Documents and the fees and expenses attributable to creating and perfecting the security interest therein (including the reasonable related fees and expenses of counsel for the Underwriters for all periods prior to and after the Closing Date)Notes; (vii) all expenses and fees any cost incurred in connection with the approval designation of the Securities Notes for book-entry transfer by DTCtrading in PORTAL; and (viii) the cost of any filings required by Financial Industry Regulatory Authority Inc. and (ix) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 6Section. It is understood, however, that, except as provided in this Section 6 and Sections 9 8 and 12 11 hereof, ; the Underwriters Purchasers will pay all their own costs and expenses, including, without limitation, the fees of their counsel, transfer taxes on resale of any of the Securities Notes by them, and any advertising expenses connected with any offers they may make; and (b) If (i) this Agreement is terminated pursuant to Section 12, (ii) the Issuers for any reason fail to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Issuers agree to reimburse the Underwriters for all reasonable out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Agreement to Pay Certain Fees. (a) Each of the Issuers The Company covenants and agrees with the several Underwriters that the Issuers Company will pay or cause to be paid the following: (i) the reasonable fees, disbursements and expenses of the Issuers’ Company's counsel and accountants in connection with the issue sale of the Securities Shares and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of producing and distributing the Blue Sky and Legal Investment Memoranda; (iii) all expenses in connection with the qualification of the Securities Shares for offering and sale under state securities laws as provided in Section 5(d5(b) hereof, including, without limitation, the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky and Legal Investment surveys; (iv) any fees charged by securities rating services for rating the Securities; (v) the cost of preparing any certificates for the SecuritiesShares; (vi) the fees and expenses of the Trustee and any agent of the Trustee and the fees and disbursements of counsel for the Trustee in connection with the Indenture, the Securities and the Security Documents and the fees and expenses attributable to creating and perfecting the security interest therein (including the reasonable related fees and expenses of counsel for the Underwriters for all periods prior to and after the Closing Date); (viiv) all expenses and fees incurred in connection with the approval of the Securities for book-entry transfer of the Shares by DTC; (viiivi) the cost of any filings required by Financial Industry Regulatory Authority Inc. FINRA; (vii) any fees and expenses related to listing the Shares on the NASDAQ Global Select Market; (viii) fees, charges and disbursements of Counsel to the Selling Stockholders, including, for the avoidance of doubt, any expenses of Counsel to the Selling Stockholders in connection with the filing or amendment of any Registration Statement, Prospectus or Free Writing Prospectus; (ix) fees, charges and disbursements of the Company's independent public accountants, including in the connection with the delivery of customary “comfort letters” and (x) all other reasonable costs and expenses incident to the performance of its and the Selling Stockholders' 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 9 and 12 hereof, the Underwriters will pay all their own costs and expenses, including, without limitation, the fees of their counsel, transfer taxes on resale of any of the Securities Shares by them, and any advertising expenses connected with any offers they may make; and. (b) If (i) this Agreement is terminated pursuant to Section 12, (ii) the Issuers Selling Stockholders for any reason fail to tender the Securities Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, the Issuers agree Company agrees to reimburse the Underwriters for all reasonable out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. (c) The Selling Stockholders will pay or cause to be paid all Selling Expenses. “Selling Expenses” means the underwriting fees, discounts, selling commissions and stock transfer taxes (to the extent not rebated) applicable to all Shares sold hereunder and legal expenses not included within Section 6(a)(viii) above.

Agreement to Pay Certain Fees. (a) Each of the Issuers covenants and agrees with the several Underwriters Underwriter that the Issuers will pay or cause to be paid the following: (i) the reasonable fees, disbursements and expenses of the Issuers’ counsel and accountants in connection with the issue of the Securities and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters Underwriter and dealers; (ii) the cost of producing and distributing the Blue Sky and Legal Investment Memoranda; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 5(d) hereof, including, without limitation, the fees and disbursements of counsel for the Underwriters Underwriter in connection with such qualification and in connection with the Blue Sky and Legal Investment surveys; (iv) any fees charged by securities rating services for rating the Securities; (v) the cost of preparing the Securities; (vi) the fees and expenses of the Trustee and any agent of the Trustee and the fees and disbursements of counsel for the Trustee in connection with the Indenture, the Securities and the Security Documents and the fees and expenses attributable to creating and perfecting the security interest therein (including the reasonable related fees and expenses of counsel for the Underwriters Underwriter for all periods prior to and after the Closing Date); (vii) all expenses and fees incurred in connection with the approval of the Securities for book-entry transfer by DTC; (viii) the cost of any filings required by Financial Industry Regulatory Authority Inc. and (ix) all other reasonable 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 9 and 12 hereof, the Underwriters Underwriter will pay all their its own costs and expenses, including, without limitation, the fees of their its counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make; and (b) If (i) this Agreement is terminated pursuant to Section 12, (ii) the Issuers for any reason fail to tender the Securities for delivery to the Underwriters Underwriter or (iii) the Underwriters decline Underwriter declines to purchase the Securities for any reason permitted under this Agreement, the Issuers agree to reimburse the Underwriters Underwriter for all reasonable out-of-pocket costs and expenses (including the reasonable fees and expenses of their its counsel) reasonably incurred by the Underwriters Underwriter in connection with this Agreement and the offering contemplated hereby.

Agreement to Pay Certain Fees. (a) Each of the Issuers The Company covenants and agrees with the several Underwriters Underwriter that the Issuers Company will pay or cause to be paid the following: (i) the reasonable fees, disbursements and expenses of the Issuers’ Company's counsel and accountants in connection with the issue sale of the Securities Shares and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters Underwriter and dealers; (ii) the cost of producing and distributing the Blue Sky and Legal Investment Memoranda; (iii) all expenses in connection with the qualification of the Securities Shares for offering and sale under state securities laws as provided in Section 5(d) hereof, including, without limitation, the fees and disbursements of counsel for the Underwriters Underwriter in connection with such qualification and in connection with the Blue Sky and Legal Investment surveys; (iv) any fees charged by securities rating services for rating the Securities; (v) the cost of preparing any certificates for the SecuritiesShares; (vi) the fees and expenses of the Trustee and any agent of the Trustee and the fees and disbursements of counsel for the Trustee in connection with the Indenture, the Securities and the Security Documents and the fees and expenses attributable to creating and perfecting the security interest therein (including the reasonable related fees and expenses of counsel for the Underwriters for all periods prior to and after the Closing Date); (viiv) all expenses and fees incurred in connection with the approval of the Securities for book-entry transfer of the Shares by DTC; (viiivi) the cost of any filings required by Financial Industry Regulatory Authority Inc. FINRA; (vii) any fees and expenses related to listing the Shares on NASDAQ; (viii) fees, charges and disbursements of counsel to the Selling Stockholders, including, for the avoidance of doubt, any expenses of counsel to the Selling Stockholders in connection with the filing or amendment of any Registration Statement, Prospectus or Free Writing Prospectus; (ix) fees, charges and disbursements of the Company's independent public accountants, including in connection with the delivery of customary “comfort letters” and (x) all other reasonable costs and expenses incident to the performance of its and the Selling Stockholders' 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 9 and 12 11 hereof, the Underwriters Underwriter will pay all their its own costs and expenses, including, without limitation, the fees of their counsel, transfer taxes on resale of any of the Securities Shares by them, and any advertising expenses connected with any offers they may make; and. (b) If (i) this Agreement is terminated pursuant to Section 1211, (ii) the Issuers Selling Stockholders for any reason fail to tender the Securities Shares for delivery to the Underwriters Underwriter or (iii) the Underwriters decline Underwriter declines to purchase the Securities Shares for any reason permitted under this Agreement, the Issuers agree Company agrees to reimburse the Underwriters Underwriter for all reasonable out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters Underwriter in connection with this Agreement and the offering contemplated hereby. (c) The Selling Stockholders will pay or cause to be paid all Selling Expenses. “Selling Expenses” means the underwriting fees, discounts, selling commissions and stock transfer taxes (to the extent not rebated) applicable to all Shares sold hereunder and legal expenses not included within Section 6(a)(viii) above.

Agreement to Pay Certain Fees. (a) Each of the The Issuers covenants covenant and agrees agree with the several Underwriters Purchasers that the Issuers will pay or cause to be paid the following: (i) the reasonable fees, disbursements and expenses of the Issuers’ ' counsel and accountants in connection with the issue of the Securities and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus Offering Circular and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters Purchasers and dealers; (ii) the cost of printing or producing and distributing any Agreement among Purchasers, the Transaction Documents, the Securities, the Blue Sky and Legal Investment Memoranda, closing documents (including, without limitation, any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 5(d5(b) hereof, including, without limitation, the fees and disbursements of counsel for the Underwriters Purchasers in connection with such qualification and in connection with the Blue Sky and Legal Investment surveys; (iv) any fees charged by securities rating services for rating the Securities; (v) the cost of preparing the Securities; (vi) the fees and expenses of the Trustee and any agent of the Trustee and the fees and disbursements of counsel for the Trustee in connection with the Indenture, the Securities Indenture and the Security Documents and the fees and expenses attributable to creating and perfecting the security interest therein (including the reasonable related fees and expenses of counsel for the Underwriters for all periods prior to and after the Closing Date)Securities; (vii) all expenses and fees any cost incurred in connection with the approval designation of the Securities for book-entry transfer by DTCtrading in PORTAL; and (viii) the cost of any filings required by Financial Industry Regulatory Authority Inc. and (ix) all other reasonable costs and expenses incident to the performance of its their obligations hereunder which are not otherwise specifically provided for in this Section 6Section. It is understood, however, that, except as provided in this Section 6 and Sections 9 and 12 hereof, ; the Underwriters Purchasers will pay all their own costs and expenses, including, without limitation, the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make; and (b) If (i) this Agreement is terminated pursuant . Conditions to Section 12, (ii) the Issuers for any reason fail to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Issuers agree to reimburse the Underwriters for all reasonable out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.the

Agreement to Pay Certain Fees. (a) Each of the Issuers The Company covenants and agrees with the several Underwriters that the Issuers Company will pay or cause to be paid the following: (i) the reasonable fees, disbursements and expenses of the Issuers’ Company's counsel and accountants in connection with the issue sale of the Securities Shares and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of producing and distributing the Blue Sky and Legal Investment Memoranda; (iii) all expenses in connection with the qualification of the Securities Shares for offering and sale under state securities laws as provided in Section 5(d) hereof, including, without limitation, the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky and Legal Investment surveys; (iv) any fees charged by securities rating services for rating the Securities; (v) the cost of preparing any certificates for the SecuritiesShares; (vi) the fees and expenses of the Trustee and any agent of the Trustee and the fees and disbursements of counsel for the Trustee in connection with the Indenture, the Securities and the Security Documents and the fees and expenses attributable to creating and perfecting the security interest therein (including the reasonable related fees and expenses of counsel for the Underwriters for all periods prior to and after the Closing Date); (viiv) all expenses and fees incurred in connection with the approval of the Securities for book-entry transfer of the Shares by DTC; (viiivi) the cost of any filings required by Financial Industry Regulatory Authority Inc. FINRA; (vii) any fees and expenses related to listing the Shares on NASDAQ; (viii) fees, charges and disbursements of counsel to the Selling Stockholders, including, for the avoidance of doubt, any expenses of counsel to the Selling Stockholders in connection with the filing or amendment of any Registration Statement, Prospectus or Free Writing Prospectus; (ix) fees, charges and disbursements of the Company's independent public accountants, including in connection with the delivery of customary “comfort letters” and (x) all other reasonable costs and expenses incident to the performance of its and the Selling Stockholders' 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 9 and 12 hereof, the Underwriters will pay all their own costs and expenses, including, without limitation, the fees of their counsel, transfer taxes on resale of any of the Securities Shares by them, and any advertising expenses connected with any offers they may make; and. (b) If (i) this Agreement is terminated pursuant to Section 12, (ii) the Issuers Selling Stockholders for any reason fail to tender the Securities Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, the Issuers agree Company agrees to reimburse the Underwriters for all reasonable out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. (c) The Selling Stockholders will pay or cause to be paid all Selling Expenses. “Selling Expenses” means the underwriting fees, discounts, selling commissions and stock transfer taxes (to the extent not rebated) applicable to all Shares sold hereunder and legal expenses not included within Section 6(a)(viii) above.

Agreement to Pay Certain Fees. (a) Each of the Issuers and the Guarantor covenants and agrees with the several Underwriters that the Issuers will pay or cause to be paid the following: (i) the reasonable fees, disbursements and expenses of the Issuers’ counsel and accountants in connection with the issue of the Securities and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of producing and distributing the Blue Sky and Legal Investment Memoranda; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 5(d) hereof, including, without limitation, the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky and Legal Investment surveys; (iv) any fees charged by securities rating services for rating the Securities; (v) the cost of preparing the Securities; (vi) the fees and expenses of the Trustee Trustee, the Escrow Agent and any agent of the Trustee and the fees and disbursements of any counsel for the Trustee or the Escrow Agent in connection with the Indenture, Indenture and the Securities and the Security Documents and the fees and expenses attributable to creating and perfecting the security interest therein in the Escrow Property as contemplated by the Escrow Agreement (including the reasonable related fees and expenses of counsel for the Underwriters for all periods prior to and after the Closing Date); (vii) all expenses and fees incurred in connection with the approval of the Securities for book-entry transfer by DTC; (viii) the cost of any filings required by Financial Industry Regulatory Authority Inc. and (ix) all other reasonable 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 9 and 12 hereof, the Underwriters will pay all their own costs and expenses, including, without limitation, the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make; and (b) If (i) this Agreement is terminated pursuant to Section 12, (ii) the Issuers for any reason fail to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Issuers and the Guarantor agree to reimburse the Underwriters for all reasonable out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Agreement to Pay Certain Fees. (a) Each of the Issuers The Company covenants and agrees with the several Underwriters Underwriter that the Issuers Company will pay or cause to be paid the following: (i) the reasonable fees, disbursements and expenses of the Issuers’ Company's counsel and accountants in connection with the issue sale of the Securities Shares and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters Underwriter and dealers; (ii) the cost of producing and distributing the Blue Sky and Legal Investment Memoranda; (iii) all expenses in connection with the qualification of the Securities Shares for offering and sale under state securities laws as provided in Section 5(d) hereof, including, without limitation, the fees and disbursements of counsel for the Underwriters Underwriter in connection with such qualification and in connection with the Blue Sky and Legal Investment surveys; (iv) any fees charged by securities rating services for rating the Securities; (v) the cost of preparing any certificates for the SecuritiesShares; (vi) the fees and expenses of the Trustee and any agent of the Trustee and the fees and disbursements of counsel for the Trustee in connection with the Indenture, the Securities and the Security Documents and the fees and expenses attributable to creating and perfecting the security interest therein (including the reasonable related fees and expenses of counsel for the Underwriters for all periods prior to and after the Closing Date); (viiv) all expenses and fees incurred in connection with the approval of the Securities for book-entry transfer of the Shares by DTC; (viiivi) the cost of any filings required by Financial Industry Regulatory Authority Inc. FINRA; (vii) any fees and expenses related to listing the Shares on NASDAQ; (viii) fees, charges and disbursements of counsel to the Selling Stockholders, including, for the avoidance of doubt, any expenses of counsel to the Selling Stockholders in connection with the filing or amendment of any Registration Statement, Prospectus or Free Writing Prospectus; (ix) fees, charges and disbursements of the Company's independent public accountants, including in connection with the delivery of customary “comfort letters” and (x) all other reasonable costs and expenses incident to the performance of its and the Selling Stockholders' 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 9 and 12 11 hereof, the Underwriters Underwriter will pay all their its own costs and expenses, including, without limitation, the fees of their counsel, transfer taxes on resale of any of the Securities Shares by them, and any advertising expenses connected with any offers they may make; and. (b) If (i) this Agreement is terminated pursuant to Section 1211, (ii) the Issuers Selling Stockholders for any reason fail to tender the Securities Shares for delivery to the Underwriters Underwriter or (iii) the Underwriters decline Underwriter declines to purchase the Securities Shares for any reason permitted under this Agreement, the Issuers agree Company agrees to reimburse the Underwriters Underwriter for all reasonable out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters Underwriter in connection with this Agreement and the offering contemplated hereby. (c) The Selling Stockholders will pay or cause to be paid all Selling Expenses. “Selling Expenses” means the underwriting fees, discounts, selling commissions and stock transfer taxes (to the extent not rebated) applicable to all Shares sold hereunder and their legal expenses not included within Section 6(a)(viii) above.

Agreement to Pay Certain Fees. (a) Each of the Issuers covenants and agrees with the several Underwriters Purchasers that the Issuers will pay or cause to be paid the following: (i) the reasonable fees, disbursements and expenses of the Issuers’ ' counsel and accountants in connection with the issue of the Securities Notes and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus Offering Memorandum and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters Purchasers and dealers; (ii) the cost of printing or producing and distributing any Agreement among Purchasers, this Agreement, the Indenture, the Registration Rights Agreement, the Blue Sky and Legal Investment Memoranda, closing documents (including, without limitation, any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Notes; (iii) all expenses in connection with the qualification of the Securities Notes for offering and sale under state securities laws as provided in Section 5(d5(b) hereof, including, without limitation, the fees and disbursements of counsel for the Underwriters Purchasers in connection with such qualification and in connection with the Blue Sky and Legal Investment surveys; (iv) any fees charged by securities rating services for rating the SecuritiesNotes; (v) the cost of preparing the SecuritiesNotes; (vi) the fees and expenses of the Trustee and any agent of the Trustee and the fees and disbursements of counsel for the Trustee in connection with the Indenture, the Securities Indenture and the Security Documents and the fees and expenses attributable to creating and perfecting the security interest therein (including the reasonable related fees and expenses of counsel for the Underwriters for all periods prior to and after the Closing Date)Notes; (vii) all expenses and fees any cost incurred in connection with the approval designation of the Securities Notes for book-entry transfer by DTCtrading in PORTAL; and (viii) the cost of any filings required by Financial Industry Regulatory Authority Inc. and (ix) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 6Section. It is understood, however, that, except as provided in this Section 6 Section, and Sections 9 8 and 12 11 hereof, ; the Underwriters Purchasers will pay all their own costs and expenses, including, without limitation, the fees of their counsel, transfer taxes on resale of any of the Securities Notes by them, and any advertising expenses connected with any offers they may make; and (b) If (i) this Agreement is terminated pursuant to Section 12, (ii) the Issuers for any reason fail to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Issuers agree to reimburse the Underwriters for all reasonable out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Agreement to Pay Certain Fees. (a) Each of the Issuers The Issuer covenants and agrees with the several Underwriters Purchasers that the Issuers Issuer will pay or cause to be paid the following: (i) the reasonable fees, disbursements and expenses of the Issuers’ Issuer's counsel and accountants in connection with the issue of the Securities and the issuance of the Converted Common Stock and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus Offering Memorandum and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters Purchasers and dealers; (ii) the cost of printing or producing and distributing any Agreement among Purchasers, the Transaction Documents, the Securities, the Blue Sky and Legal Investment Memoranda, closing documents (including, without limitation, any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 5(d5(b) hereof, including, without limitation, the fees and disbursements of counsel for the Underwriters Purchasers in connection with such qualification and in connection with the Blue Sky and Legal Investment surveys; (iv) any fees charged by securities rating services for rating the Securities; (v) the cost of preparing the Securities; (vi) the fees and expenses of the Trustee and any agent of the Trustee and the fees and disbursements of counsel for the Trustee in connection with the Indenture, the Securities Indenture and the Security Documents and the fees and expenses attributable to creating and perfecting the security interest therein (including the reasonable related fees and expenses of counsel for the Underwriters for all periods prior to and after the Closing Date)Securities; (vii) all expenses and fees any cost incurred in connection with the approval designation of the Securities for book-entry transfer by DTCtrading in PORTAL; and (viii) the cost of any filings required by Financial Industry Regulatory Authority Inc. and (ix) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 6Section. It is understood, however, that, except as provided in this Section 6 and Sections 9 and 12 hereof, ; the Underwriters Purchasers will pay all their own costs and expenses, including, without limitation, the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make; and (b) If (i) this Agreement is terminated pursuant . Conditions to Section 12, (ii) the Issuers for any reason fail to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Issuers agree to reimburse the Underwriters for all reasonable out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.the