Common use of Purchaser Fees and Expenses Clause in Contracts

Purchaser Fees and Expenses. (a) The Company shall pay a placement fee to Aspen Capital Resources, LLC equal to 10% of the aggregate principal amount of Preferred Shares issued pursuant to this Agreement, payable upon issuance of each Preferred Share. (b) The Company shall reimburse or pay, on demand, to or on behalf of the Purchaser (i) the reasonable fees and expenses of counsel(s) to the Purchaser incurred in connection with the documentation, negotiation and consummation of the transactions contemplated by this Agreement and the Related Documents and (ii) reasonable due diligence expenses incurred by the Purchaser, limited to $5,000.00 in connection with the Initial Closing and an aggregate of $15,000.00 in connection with all Closings. The Company shall reimburse or pay, on demand, to or on behalf of the Purchaser the reasonable fees and expenses of counsel(s) to the Purchaser incurred in connection with any Additional Closing and any future amendment or waiver to this Agreement or any of the Related Documents. The Company shall reimburse or pay, on demand, to or on behalf of the Purchaser the costs and expenses, including reasonable fees and expenses of counsel(s) to the Purchaser, incurred by the Purchaser in connection with the enforcement, whether with or without suit, of this Agreement and any of the Related Documents. (c) The Company also agrees to pay or cause to be paid, on demand, and to save the Purchaser harmless against liability for the payment of all reasonable out-of-pocket expenses incurred by the Company from time to time arising from or relating to: (i) the preservation and protection of any of the Company's rights under this Agreement or the Related Documents, (ii) the defense of any claim or action asserted or brought against the Purchaser by any Person that arises from or relates to this Agreement, any Related Document, the Purchaser's claims against the Company, or any and all matters in connection therewith, (iii) the commencement or defense of, or intervention in, any court proceeding arising from or related to this Agreement or any Related Document, (iv) the filing of any petition, complaint, answer, motion or other pleading by the Purchaser in connection with this Agreement or any Related Document, (v) any attempt to collect from the Company, or (vi) the receipt of any advice with respect to any of the foregoing. Without limitation of the foregoing or any other provision of any Related Document: (A) the Company agrees to pay all stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by the Purchaser to be payable in connection with this Agreement or any Related Document, and the Company agrees to save the Purchaser harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, and (B) if the Company fails to perform any covenant or agreement contained herein or in any Related Document, the Purchaser may itself perform or cause performance of such covenant or agreement, and the expenses of the Purchaser incurred in connection therewith shall be reimbursed on demand by the Company.

Purchaser Fees and Expenses. (a) The Company shall pay a placement fee to Aspen Capital Resources, LLC equal to 10% of the aggregate principal amount of Preferred Shares issued pursuant to this Agreement, payable upon issuance of each Preferred Share. (b) The Company shall reimburse or pay, on demand, to or on behalf of the Purchaser upon demand for (i) the reasonable fees and expenses of counsel(s) to the Purchaser incurred in connection with the documentation, negotiation and consummation of the transactions contemplated by this Agreement and the Related Documents and (ii) reasonable due diligence expenses incurred by the Purchaser, limited to $5,000.00 in connection with the Initial Closing and an aggregate of $15,000.00 in connection with all Closings. The Company shall reimburse or pay, on demand, to or on behalf of the Purchaser for the reasonable fees and expenses of counsel(s) to the Purchaser incurred in connection with any Additional Closing and any future amendment or waiver to this Agreement or any of the Related Documents. The Company shall reimburse or pay, on demand, to or on behalf of the Purchaser the costs and expenses, including reasonable fees and expenses of counsel(s) to the Purchaser, incurred by the Purchaser in connection with the enforcement, whether with or without suit, of this Agreement and any of the Related Documents. (cb) The Company also agrees to pay or cause to be paid, on demand, and to save the Purchaser harmless against liability for the payment of all reasonable out-of-pocket expenses incurred by the Company from time to time arising from or relating to: (i) the preservation and protection of any of the Company's rights under this Agreement or the Related Documents, (ii) the defense of any claim or action asserted or brought against the Purchaser by any Person that arises from or relates to this Agreement, any Related Document, the Purchaser's claims against the Company, or any and all matters in connection therewith, (iii) the commencement or defense of, or intervention in, any court proceeding arising from or related to this Agreement or any Related Document, (iv) the filing of any petition, complaint, answer, motion or other pleading by the Purchaser in connection with this Agreement or any Related Document, (v) any attempt to collect from the Company, or (vi) the receipt of any advice with respect to any of the foregoing, (vii) all liabilities and costs arising from or in connection with the past, present or future operations of the Company or any Subsidiary involving any damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property, (viii) any Environmental Liabilities and Costs incurred in connection with the investigation, removal, cleanup and/or remediation of any Hazardous Materials present or arising out of the operations of any facility of the Company or any Subsidiary, or (ix) any Environmental Liabilities and Costs incurred in connection with any Environmental Lien. Without limitation of the foregoing or any other provision of any Related Document: (A) the Company agrees to pay all stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by the Purchaser to be payable in connection with this Agreement or any Related Document, and the Company agrees to save the Purchaser harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from form any omission to pay or delay in paying any such taxes, fees or impositions, and (B) if the Company fails to perform any covenant or agreement contained herein or in any Related Document, the Purchaser may itself perform or cause performance of such covenant or agreement, and the expenses of the Purchaser incurred in connection therewith shall be reimbursed on demand by the Company.

Purchaser Fees and Expenses. (a) The Company shall pay a placement fee to Aspen Capital ResourcesDH Financial, LLC L.C. equal to 10% of the aggregate principal amount of Preferred Shares the Debenture issued pursuant to this Agreement, payable upon issuance of each Preferred ShareDebenture. (b) The Company shall reimburse or pay, on demand, to or on behalf of the Purchaser upon demand for (i) the reasonable fees and expenses of counsel(s) to the Purchaser incurred in connection with the documentation, negotiation and consummation of the transactions contemplated by this Agreement and the Related Documents and (ii) reasonable due diligence expenses incurred by the Purchaser, limited to $5,000.00 in connection with the Initial Closing and an aggregate of $15,000.00 in connection with all Closings. The Company shall reimburse or pay, on demand, to or on behalf of the Purchaser the reasonable fees and expenses of counsel(s) to the Purchaser incurred in connection with any Additional Closing and any future amendment or waiver to this Agreement or any of the Related Documents. The Company shall reimburse or pay, on demand, to or on behalf of the Purchaser the costs and expenses, including reasonable fees and expenses of counsel(s) to the Purchaser, incurred by the Purchaser in connection with the enforcement, whether with or without suit, of this Agreement and any of the Related Documents. (c) The Company also agrees to pay or cause to be paid, on demand, and to save the Purchaser harmless against liability for the payment of all reasonable out-of-pocket expenses incurred by the Company from time to time arising from or relating to: (i) the preservation and protection of any of the Company's rights under this Agreement or the Related Documents, (ii) the defense of any claim or action asserted or brought against the Purchaser by any Person that arises from or relates to this Agreement, any Related Document, the Purchaser's claims against the Company, or any and all matters in connection therewith, (iii) the commencement or defense of, or intervention in, any court proceeding arising from or related to this Agreement or any Related Document, (iv) the filing of any petition, complaint, answer, motion or other pleading by the Purchaser in connection with this Agreement or any Related Document, (v) any attempt to collect from the Company, or (vi) the receipt of any advice with respect to any of the foregoing. Without limitation of the foregoing or any other provision of any Related Document: (A) the Company agrees to pay all stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by the Purchaser to be payable in connection with this Agreement or any Related Document, and the Company agrees to save the Purchaser harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, and (B) if the Company fails to perform any covenant or agreement contained herein or in any Related Document, the Purchaser may itself perform or cause performance of such covenant or agreement, and the expenses of the Purchaser incurred in connection therewith shall be reimbursed on demand by the Company.

Purchaser Fees and Expenses. (a) The Company shall pay a placement fee to Aspen Capital Resources, LLC equal to 10% of the aggregate principal amount of Preferred Shares issued pursuant to this Agreement, payable upon issuance of each Preferred Share. (b) The Company shall reimburse or pay, on demand, to or on behalf of the Purchaser (i) the reasonable fees and expenses of counsel(s) to the Purchaser incurred in connection with the documentation, negotiation and consummation of the transactions contemplated by this Agreement and the Related Documents and (ii) reasonable due diligence expenses incurred by the Purchaser, limited to $5,000.00 in connection with the Initial Closing and an aggregate of $15,000.00 in connection with all ClosingsClosing. The Company shall reimburse or pay, on demand, to or on behalf of the Purchaser the reasonable fees and expenses of counsel(s) to the Purchaser incurred in connection with any Additional Closing and any future amendment or waiver to this Agreement or any of the Related Documents. The Company shall reimburse or pay, on demand, to or on behalf of the Purchaser the costs and expenses, including reasonable fees and expenses of counsel(s) to the Purchaser, incurred by the Purchaser in connection with the enforcement, whether with or without suit, of this Agreement and any of the Related Documents. (c) The Company also agrees to pay or cause to be paid, on demand, and to save the Purchaser harmless against liability for the payment of all reasonable out-of-pocket expenses incurred by the Company from time to time arising from or relating to: (i) the preservation and protection of any of the Company's rights under this Agreement or the Related Documents, (ii) the defense of any claim or action asserted or brought against the Purchaser by any Person that arises from or relates to this Agreement, any Related Document, the Purchaser's claims against the Company, or any and all matters in connection therewith, (iii) the commencement or defense of, or intervention in, any court proceeding arising from or related to this Agreement or any Related Document, (iv) the filing of any petition, complaint, answer, motion or other pleading by the Purchaser in connection with this Agreement or any Related Document, (v) any attempt to collect from the Company, or (vi) the receipt of any advice with respect to any of the foregoing. Without limitation of the foregoing or any other provision of any Related Document: (A) the Company agrees to pay all stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by the Purchaser to be payable in connection with this Agreement or any Related Document, and the Company agrees to save the Purchaser harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, and (B) if the Company fails to perform any covenant or agreement contained herein or in any Related Document, the Purchaser may itself perform or cause performance of such covenant or agreement, and the expenses of the Purchaser incurred in connection therewith shall be reimbursed on demand by the Company.

Purchaser Fees and Expenses. (a) The Company shall pay a placement fee to Aspen Capital Resources, LLC equal to 10% of the aggregate principal amount of Preferred Shares Debentures issued pursuant to this Agreement, payable upon issuance of each Preferred ShareDebenture. (b) The Company shall reimburse or pay, on demand, to or on behalf of the Purchaser upon demand for (i) the reasonable fees and expenses of counsel(s) to the Purchaser incurred in connection with the documentation, negotiation and consummation of the transactions contemplated by this Agreement and the Related Documents and (ii) reasonable 21 25 due diligence expenses incurred by the Purchaser, limited to $5,000.00 10,000.00 in connection with the Initial Closing and an aggregate of $15,000.00 in connection with all ClosingsClosing. The Company shall reimburse or pay, on demand, to or on behalf of the Purchaser for the reasonable fees and expenses of counsel(s) to the Purchaser incurred in connection with any Additional Closing and any future amendment or waiver to this Agreement or any of the Related Documents. The Company shall reimburse or pay, on demand, limited in the aggregate to or on behalf of the Purchaser the costs and expenses, including reasonable fees and expenses of counsel(s) to the Purchaser, incurred by the Purchaser in connection with the enforcement, whether with or without suit, of this Agreement and any of the Related Documents$10,000.00. (c) The Company also agrees to pay or cause to be paid, on demand, and to save the Purchaser harmless against liability for the payment of all reasonable out-of-pocket expenses incurred by the Company from time to time arising from or relating to: (i) the preservation and protection of any of the Company's rights under this Agreement or the Related Documents, (ii) the defense of any claim or action asserted or brought against the Purchaser by any Person that arises from or relates to this Agreement, any Related Document, the Purchaser's claims against the Company, or any and all matters in connection therewith, (iii) the commencement or defense of, or intervention in, any court proceeding arising from or related to this Agreement or any Related Document, (iv) the filing of any petition, complaint, answer, motion or other pleading by the Purchaser in connection with this Agreement or any Related Document, (v) any attempt to collect from the Company, or (vi) the receipt of any advice with respect to any of the foregoing. Without limitation of the foregoing or any other provision of any Related Document: (A) the Company agrees to pay all stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by the Purchaser to be payable in connection with this Agreement or any Related Document, and the Company agrees to save the Purchaser harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, and (B) if the Company fails to perform any covenant or agreement contained herein or in any Related Document, the Purchaser may itself perform or cause performance of such covenant or agreement, and the expenses of the Purchaser incurred in connection therewith shall be reimbursed on demand by the Company.

Purchaser Fees and Expenses. (a) The Company shall pay a placement fee to Aspen Capital Resources, LLC equal to 10% of the aggregate principal amount of Preferred Shares Debentures issued pursuant to this Agreement, payable upon issuance of each Preferred ShareDebenture. (b) The Company shall reimburse or pay, on demand, to or on behalf of the Purchaser upon demand for (i) the reasonable fees and expenses of counsel(s) to the Purchaser incurred in connection with the documentation, negotiation and consummation of the transactions contemplated by this Agreement and the Related Documents and (ii) reasonable due diligence expenses incurred by the Purchaser, limited to $5,000.00 25,000.00 in connection with the Initial Closing and an aggregate of $15,000.00 in connection with all ClosingsClosing. The Company shall reimburse or pay, on demand, to or on behalf of the Purchaser for the reasonable fees and expenses of counsel(s) to the Purchaser incurred in connection with any Additional Closing and any future amendment or waiver to this Agreement or any of the Related Documents. The Company shall reimburse or pay, on demandlimited in the aggregate to $10,000.00, to or on behalf without the prior approval of the Purchaser the costs and expenses, including reasonable fees and expenses of counsel(s) to the Purchaser, incurred by the Purchaser in connection with the enforcement, whether with or without suit, of this Agreement and any of the Related DocumentsCompany. (c) The Company also agrees to pay or cause to be paid, on demand, and to save the Purchaser harmless against liability for the payment of all reasonable out-of-pocket expenses incurred by the Company from time to time arising from or relating to: (i) the preservation and protection of any of the Company's rights under this Agreement or the Related Documents, (ii) the defense of any claim or action asserted or brought against the Purchaser by any Person that arises from or relates to this Agreement, any Related Document, the Purchaser's claims against the Company, or any and all matters in connection therewith, (iii) the commencement or defense of, or intervention in, any court proceeding arising from or related to this Agreement or any Related Document, (iv) the filing of any petition, complaint, answer, motion or other pleading by the Purchaser in connection with this Agreement or any Related Document, (v) any attempt to collect from the Company, or (vi) the receipt of any advice with respect to any of the foregoing. Without limitation of the foregoing or any other provision of any Related Document: (A) the Company agrees to pay all stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by the Purchaser to be payable in connection with this Agreement or any Related Document, and the Company agrees to save the Purchaser harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, and (B) if the Company fails to perform any covenant or agreement contained herein or in any Related Document, the Purchaser may itself perform or cause performance of such covenant or agreement, and the expenses of the Purchaser incurred in connection therewith shall be reimbursed on demand by the Company.