Common use of Expenses and Payments Clause in Contracts

Expenses and Payments. The Company shall bear all expenses incurred in connection with the registration of the Registrable Securities pursuant to Section 2 and the administration of the registration program hereunder, including (i) all registration and filing fees, all Nasdaq listing fees for the Shares, and any other fees and expenses associated with filings required to be made with the SEC or FINRA, (ii) all fees and expenses in connection with compliance with any securities or “Blue Sky” laws, (iii) all printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses), (iv) all fees and disbursements of counsel for the Company and of Rockwell and of all independent certified public accountants of the Company (including the expenses of any special audit and cold comfort letters required by or incident to such performance), (v) all reasonable out-of-pocket expenses related to any “road show” for an offering, including all travel, meals and lodging, and (vi) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties); but excluding all fees and disbursements of underwriters customarily paid by sellers of securities and all underwriting discounts and commissions and transfer taxes, if any, attributable to the sale of Registrable Securities. All expenses relating to the offer and sale of Registrable Securities not to be borne by the Company pursuant to the foregoing sentence shall be borne and paid by Rockwell. The payments required by Xxxxxxx 0, 0 xxx 00 xxxxx xx made periodically during the course of any action, proceeding or investigation, as and when any Loss is incurred.

Expenses and Payments. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company shall bear pay or cause to be paid (i) all costs and expenses incident to the performance of its obligations hereby contemplated, including without limitation (A) the costs incident to the authorization, issuance, sale, preparation and delivery of each of the Units, the Shares, the Warrants and the Warrant Shares and any taxes payable in that connection, (B) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof, (C) the costs of reproducing and distributing this Agreement (D) the fees and expenses of the Company’s counsel and independent accountants, (E) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Registrable Securities pursuant to Section 2 Units under the laws of such jurisdictions as the Placement Agent may designate and the administration preparation, printing and distribution of a Blue Sky Memorandum (including the registration program hereunder, including (i) all registration and filing fees, all Nasdaq listing fees for the Shares, and any other related fees and expenses associated with filings required to be made with the SEC or FINRA, (ii) all fees and expenses in connection with compliance with any securities or “Blue Sky” laws, (iii) all printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses), (iv) all fees and disbursements of counsel for the Company and of Rockwell and of all independent certified public accountants of the Company (including the expenses of any special audit and cold comfort letters required by or incident to such performancePlacement Agent), (vF) the cost of preparing stock certificates, (G) the costs and charges of any transfer agent and any registrar, (H) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, (I) all expenses incurred by the Company in connection with any “road show” presentation to potential investors and (J) all expenses and application fees related to the listing of the Shares on the NASDAQ Global Market and the Toronto Stock Exchange and (ii) all reasonable out-of-pocket expenses related incurred by the Placement Agent from time to any “road show” for an offeringtime in connection with the offering contemplated by this Agreement, including all (1) travel-related expenses (without regard to volume-based or similar credits or rebates the Placement Agent may receive from travel agents, meals airlines and lodgingother vendors on a periodic basis) and research, database and similar information charges paid to third party vendors and postage, telecommunication and duplicating expenses and (vi2) all reasonable attorneys’ fees and related legal expenses incurred in connection with the negotiation and performance of the engagement letter between the Placement Agent and the Company, this Agreement, the Prospectus and the matters contemplated by the engagement letter and this Agreement; provided that the Company’s liability under this clause (2) shall not exceed $50,000. All amounts payable by the Company under this Paragraph 11 shall be paid within 30 days of the Company’s internal expenses (including all salaries and expenses receipt of its officers and employees performing legal or accounting duties); but excluding all fees and disbursements of underwriters customarily paid by sellers of securities and all underwriting discounts and commissions and transfer taxes, if any, attributable to the sale of Registrable Securities. All expenses relating to the offer and sale of Registrable Securities not to be borne by the Company pursuant to the foregoing sentence shall be borne and paid by Rockwell. The payments required by Xxxxxxx 0, 0 xxx 00 xxxxx xx made periodically during the course of any action, proceeding or investigation, as and when any Loss is incurredunderlying invoice.