Common use of Fee on Termination of Offering Clause in Contracts

Fee on Termination of Offering. Notwithstanding anything contained herein to the contrary, upon termination of the Offering, except as a result of the Representatives’ or any underwriter’s breach or default with respect to any of its material obligations pursuant to this Agreement, the Company shall: (A) reimburse Maxim for, or otherwise pay and bear, the expenses and fees to be paid and borne by the Company as provided for in Paragraph 3.13.1 above, as applicable, and (B) reimburse Maxim for the full amount of its accountable out-of pocket expenses actually incurred to such date (which shall include, but shall not be limited to, all fees and disbursements of Maxim’s counsel, travel, lodging and other “road show” expenses, mailing, printing and reproduction expenses, and any expenses incurred by Maxim in conducting its due diligence), less the amounts previously paid and any amounts previously paid to Maxim in reimbursement for such expenses. If applicable, and solely in the event of a termination of this Offering, Maxim shall refund to the Company any portion of the Advance previously received by Maxim which is in excess of the accountable out-of-pocket expenses actually incurred to such date by Maxim.