Common use of Certain Costs and Expenses Clause in Contracts

Certain Costs and Expenses. (a) The Company covenants and agrees with the Purchaser that the Company will pay or cause to be paid the following: (i) the cost of producing and filing with the SEC of this Agreement, the Warrant Agreement, the Registration Rights Agreement, the Proxy Statement, closing documents (including any compilations thereof) and any other documents in connection with the purchase, sale and delivery of the New Securities; (ii) the cost of preparing the stock certificates for the New Securities and the Warrant Certificate for the Warrants, (iii) the cost of filing the Certificate of Amendment with the Secretary of State of the State of Delaware, (iv) the costs and expenses related to the Stockholders Meeting and (v) all other costs and expenses incident to the performance of the Company's obligations hereunder which are not otherwise specifically provided for in this Section 5.06. (b) On the Closing Date, the Company will reimburse the Purchaser for all of the reasonable costs and expenses (including legal fees) incurred by the Purchaser in connection with the preparation and negotiation of this Agreement and related agreements and the consummation of the Transactions, including, without limitation, for the fees and expenses of employing Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxxxx Xxxxx as consultants in connection with the Transactions prior to the Closing Date.

Certain Costs and Expenses. (a) The Company covenants and agrees with Whether or not this Agreement becomes effective or the Purchaser that sale of the Shares to the Underwriters is consummated, the Company will shall pay or cause all costs and expenses incident to be paid the following: (i) the cost of producing and filing with the SEC of this Agreementissuance, the Warrant Agreement, the Registration Rights Agreement, the Proxy Statement, closing documents (including any compilations thereof) and any other documents in connection with the purchaseoffering, sale and delivery of the New SecuritiesShares 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) the cost of preparing the stock certificates for the New Securities and the Warrant Certificate for the Warrants, (iii) the cost of filing the Certificate of Amendment with the Secretary of State of the State of Delaware, (iv) the costs and expenses related to the Stockholders Meeting and (v) all other costs and expenses incident to the performance preparation, printing, filing and distribution of the Company's obligations hereunder which are not otherwise specifically provided for in this Section 5.06. (b) On the Closing Date, the Company will reimburse the Purchaser for all of the reasonable costs and expenses Registration Statement (including legal feesthe 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) incurred by the Purchaser all fees of NASD required in connection with the preparation and negotiation of this Agreement and related agreements and filing required by NASD to be made by the consummation Representative with respect to the Offering; (iv) all expenses, including fees (but not in excess of the Transactions, including, without limitation, for the fees amount set forth in Section 3(b)) and expenses disbursements of employing Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxxxx Xxxxx as consultants Representative's Counsel in connection with the Transactions prior 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 Closing DateUnderwriters 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. (a) The Company covenants and agrees with the Purchaser that the Company will pay or cause to be paid the following: (i) the cost of producing and filing with the SEC of this Agreement, the Warrant Agreement, the Registration Rights Agreement, the Proxy Statement, closing documents (including any compilations thereof) and any other documents in connection with the purchase, sale and delivery of the New Securities; (ii) the cost of preparing the stock certificates for the New Securities and the Warrant Certificate for the Warrants, (iii) the cost of filing the Certificate of Amendment with the Secretary of State of the State of Delaware, (iv) the costs and expenses related to the Stockholders Meeting and (v) all other costs and expenses incident to the performance of the Company's obligations hereunder which are not otherwise specifically provided for in this Section 5.06. (b) On the Closing Date, the Company will reimburse the Purchaser for all of the reasonable costs and expenses (including legal fees) incurred by the Purchaser in connection with the preparation and negotiation of this Agreement and related agreements and the consummation of the Transactions, including, without limitation, for the fees and expenses of employing Xxxxxx XxxxxxWarren Mobley, Xxxxxx XxxxxxDonald Miller-XxxxxJones, Xxxxxxx Xxxxxxx Charles Roberts and Xx. Xxx Dr. Ali Xxxxxxx Xxxxx as consultants in connection with the Transactions prior to the ax xxxxxxxxxxx xx xxnnxxxxxx xxxx xxx Tranxxxxxxxs xxxxx xx xxx Closing Date.