Common use of Reimbursement of Initial Purchasers’ Expenses Clause in Contracts

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Representative pursuant to Section 6, Section 11 or Section 12, or if the sale to the Initial Purchasers of the Notes on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or any Guarantor to perform any agreement herein or to comply with any provision hereof, the Company and the Guarantors, jointly and severally, agree to reimburse the Representative and the other Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representative and the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Representative Initial Purchasers because any condition to the obligations of the Initial Purchasers set forth in Section 6 is not satisfied, because of any termination pursuant to Section 6, Section 11 or Section 1211(i) hereof, or if the sale to the Initial Purchasers of the Notes on the Closing Date is not consummated because of any refusal, inability or failure on the part of any of the Company or any Guarantor Copano Parties to perform any agreement herein or to comply with any provision hereofhereof other than by reason of a default by any of the Initial Purchasers, then the Company and the Guarantors, jointly and severally, Copano Parties agree to reimburse the Representative and the other Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representative and the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including but not limited to including, without limitation, fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Representative pursuant to Section 65 or clauses (i) or (v) of Section 10 hereof, Section 11 or Section 12, or including if the sale to the Initial Purchasers of the Notes Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or any Initial Guarantor to perform any agreement herein or to comply with any provision hereof, the Company and the Initial Guarantors, jointly and severally, agree to reimburse the Representative and the other Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves)Purchasers, severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representative and the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including but not limited to including, without limitation, fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Representative pursuant to Section 65, Section 10 or clauses (i) or (iv) of Section 11 or Section 12, or if the sale to the Initial Purchasers of the Notes Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or any the Guarantor to perform any agreement herein or to comply with any provision hereof, the Company and the GuarantorsGuarantor, jointly and severally, agree to reimburse the Representative and the other Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves)) that have not defaulted under Section 10, severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representative and the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Representative Initial Purchasers pursuant to Section 65 or 10 hereof, Section 11 or Section 12, or including if the sale to the Initial Purchasers of the Notes Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or any Guarantor to perform any agreement herein or to comply with any provision hereofhereof (other than as a result of a breach by this Agreement by the Initial Purchasers), the Company and the Guarantors, jointly and severally, agree agrees to reimburse the Representative and the other Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket costs and expenses that shall have been reasonably incurred by the Representative and the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including but not limited to including, without limitation, fees and disbursements of counsel, printing expenses, travel expenses, expenses associated with the road show for the marketing of the Securities, postage, facsimile and telephone charges.

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Representative pursuant to Section 65A (other than pursuant to clauses (g) and (h) thereof) or clauses (i), (v) or (vi) of Section 11 or Section 1210 hereof, or including if the sale to the Initial Purchasers of the Notes Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or any Guarantor Issuers to perform any agreement herein or to comply with any provision hereof, the Company and the Guarantors, jointly and severally, Issuers agree to reimburse the Representative and the other Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves)Purchasers, severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representative and the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including but not limited to including, without limitation, fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Representative Initial Purchasers pursuant to Section 64 or 9 hereof, Section 11 or Section 12, or including if the sale to the Initial Purchasers of the Notes Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or any Guarantor Issuers to perform any agreement herein or to comply with any provision hereofhereof (other than by reason of a default by any of the Initial Purchasers), the Company and the Guarantors, jointly and severally, Issuers agree to reimburse the Representative and the other Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representative and the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including but not limited to including, without limitation, reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Representative Initial Purchasers pursuant to Section 6, 5 (other than solely as a result of a termination contemplated by Section 11 or Section 1216), or if the sale to the Initial Purchasers of the Notes Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or any the Guarantor to perform any agreement herein or to comply with any provision hereof, the Company and the Guarantors, Guarantor jointly and severally, severally agree to reimburse the Representative and the other Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves), severally, upon demand for all documented out-of-pocket expenses that shall have been reasonably incurred by the Representative and the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 65, Section 11 or Section 12, or if the sale to the Initial Purchasers of the Notes Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or any Guarantor to perform any agreement herein or to comply with any provision hereof, the Company and the Guarantors, jointly and severally, agree to reimburse the Representative Representatives and the other Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representative Representatives and the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Representative Initial Purchasers pursuant to Section 65 or 10 hereof, Section 11 or Section 12, or including if the sale to the Initial Purchasers of the Notes Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or any Guarantor the Guarantors to perform any agreement herein or to comply with any provision hereof, the Company and the Guarantors, Guarantors jointly and severally, severally agree to reimburse the Representative and the other Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representative and the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including but not limited to including, without limitation, fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Representative Initial Purchasers pursuant to Section 6, Section 11 or Section 125, or if the sale to the Initial Purchasers of the Notes Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or any Guarantor the Guarantors to perform any agreement herein or to comply with any provision hereof, each of the Company and the GuarantorsGuarantors agrees, jointly and severally, agree to reimburse the Representative and the other Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representative and the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including but not limited to reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Representative Initial Purchasers pursuant to Section 6, Section 11 5 hereof or Section 1210(iv) hereof, or including if the sale to the Initial Purchasers of the Notes Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or any Guarantor to perform any agreement herein or to comply with any provision hereof, but excluding any termination by reason of default hereunder by an Initial Purchaser, including as described in Section 16 hereof, the Company and the Guarantors, jointly and severally, agree agrees to reimburse the Representative and the other non-defaulting Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves)Purchasers, severally, upon demand for all documented out-of-pocket expenses that shall have been reasonably incurred by the Representative and the such Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including but not limited to reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Representative Initial Purchasers pursuant to Section 6, Section 11 5 or Section 1210, or including if the sale to the Initial Purchasers of the Notes Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or any Guarantor to perform any agreement herein or to comply with any provision hereof, the Company and the Guarantors, Guarantors jointly and severally, severally agree to reimburse the Representative and the other Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representative and the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including but not limited to to, fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Representative Initial Purchasers pursuant to Section 6, Section 11 or Section 125 hereof, or if the sale to the Initial Purchasers of the Notes Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or any Guarantor to perform any agreement herein or to comply with any provision hereof, each of the Company and the Rayovac Guarantors, jointly and severally, agree agrees to reimburse the Representative and the other Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representative and the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including but not limited to reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is --------------------------------------------- terminated by the Representative Initial Purchasers pursuant to Section 6, Section 11 or Section 125, or if the sale to the Initial Purchasers of the Notes Units on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or any Guarantor Issuers to perform any agreement herein or to comply with any provision hereof, each of the Company and the GuarantorsIssuers agrees, jointly and severally, agree to reimburse the Representative and the other Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representative and the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Representative Initial Purchasers pursuant to Section 6, Section 11 6 or Section 12, or if the sale to the Initial Purchasers of the Notes Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or any Guarantor to perform any agreement herein or to comply with any provision hereof, the Company and the Guarantors, jointly and severally, agree agrees to reimburse the Representative and the other Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves), severally, upon demand for all documented out-of-pocket expenses that shall have been reasonably incurred by the Representative and the Initial Purchasers in connection with the proposed purchase and the offering and sale of the SecuritiesSecurities up to $150,000, including including, but not limited to to, fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges, subject to the provisions of Section 5.

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Representative pursuant to Section 6, Section 11 or Section 12, 5 or if the sale to the Initial Purchasers of the Notes on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or any Guarantor to perform any agreement herein or to comply with any provision hereofhereof other than by reason of default by any of the Initial Purchasers, the Company and the Guarantors, jointly and severally, agree agrees to reimburse the Representative and the other Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representative and the Initial Purchasers in connection with the proposed purchase and the offering and sale of the SecuritiesNotes, including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Representative Initial Purchasers pursuant to Section 6, Section 11 or Section 125, or if the sale to the Initial Purchasers of the Notes Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of the either Company or any Guarantor to perform any agreement herein or to comply with any provision hereof, the Company and the Guarantors, Companies jointly and severally, severally agree to reimburse the Representative and the other Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves)Purchasers, severally, upon demand for all reasonable and documented out-of-pocket fees and expenses that shall have been reasonably incurred by the Representative and the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including but not limited to fees fees, disbursements and disbursements other charges of counselShearman & Sterling LLP, counsel to the Initial Purchasers and of any special and local counsel retained by the Initial Purchasers, printing expenses, travel expenses, expenses incurred in connection with roadshow presentations, postage, facsimile and telephone charges.

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Representative pursuant to Section 6, Section 11 5 or Section 1211, or if the sale to the Initial Purchasers of the Notes on the Closing Date or any Subsequent Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or any Guarantor to perform any agreement herein or to comply with any provision hereof, each of the Company and the Guarantors, jointly and severally, agree agrees to reimburse the Representative Representatives and the other Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representative Representatives and the Initial Purchasers in connection with the proposed purchase and the offering and sale of the SecuritiesNotes, including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Representative Initial Purchasers pursuant to Section 65 or 10 hereof, Section 11 or Section 12, or including if the sale to the Initial Purchasers of the Notes Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of Mergersub, the Company or any Guarantor the Guarantors to perform any agreement herein or to comply with any provision hereof, each of Mergersub and the Company and the Guarantors, jointly and severally, agree to reimburse the Representative and the other Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representative and the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including but not limited to including, without limitation, fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 65, Section 8, Section 11 or Section 12, or if the sale to the Initial Purchasers of the Notes Securities on the Closing Date or any Subsequent Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or any Guarantor to perform any agreement herein or to comply with any provision hereof, each of the Company and the Guarantors, jointly and severally, agree Guarantors agrees to reimburse the Representative Representatives and the other Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves), severally, upon demand for all accountable out-of-pocket expenses that shall have been reasonably incurred by the Representative Representatives and the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Representative Initial Purchasers pursuant to Section 6, Section 11 or Section 125, or if the sale to the Initial Purchasers of the Notes Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or any Guarantor to perform any agreement herein or to comply with any provision hereof, each of the Company and the Guarantors, jointly and severally, severally agree to reimburse the Representative and the other Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representative and the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Representative Initial Purchasers pursuant to Section 6, Section 11 or Section 125 hereof, or if the sale to the Initial Purchasers of the Notes Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or any Guarantor to perform any agreement herein or to comply with any provision hereof, each of the Company and the Guarantors, jointly and severally, agree agrees to reimburse the Representative and the other Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representative and the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including but not limited to reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Representative Initial Purchasers pursuant to the last paragraph of Section 6, 5 (except as to Section 11 or Section 125(b), or if the sale to the Initial Purchasers of the Notes Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or any Guarantor to perform any agreement herein or to comply with any provision hereof, the Company and the Guarantors, Guarantors jointly and severally, severally agree to reimburse the Representative and the other Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representative and the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 6, Section 11 5 or Section 1211, or if the sale to the Initial Purchasers of the Notes on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or any Guarantor to perform any agreement herein or to comply with any provision hereofhereof other than by reason of a default by any of the Initial Purchasers, the Company and the Guarantors, jointly and severally, agree agrees to reimburse the Representative Representatives and the other Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representative Representatives and the Initial Purchasers in connection with the proposed purchase and the offering and sale of the SecuritiesNotes, including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Representative Initial Purchasers pursuant to Section 6, Section 11 6 or Section 1212 (excluding Section 12(ii) and (iii)), or if the sale to the Initial Purchasers of the Notes Securities on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or any Guarantor to perform any agreement herein or to comply with any provision hereof, the Company and the Guarantors, jointly and severally, agree agrees to reimburse the Representative Representatives and the other Initial Purchasers (or such Initial Purchasers as that have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representative Representatives and the such Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including including, but not limited to to, reasonable and documented fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Initial Purchasers’ Expenses. (a) If this Agreement is terminated by the Representative pursuant to Section 6, Section 11 or Section 12, or if the sale to the Initial Purchasers of the Notes on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or any Guarantor to perform any agreement herein or to comply with any provision hereof, the Company and the Guarantors, jointly and severally, agree to reimburse the Representative and the other Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representative and the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 6, 9 (except for a termination for events described in Section 11 7(d) (No Hostilities)) or Section 1211, or if the sale to the Initial Purchasers of the Notes Securities on the applicable Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or any Guarantor to perform any agreement herein or to comply with any provision hereof, the Company and the Guarantors, jointly and severally, agree agrees to reimburse the Representative Representatives and the other Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representative Representatives and the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 66 or 11 hereof, Section 11 or Section 12, or including if the sale to the Initial Purchasers of the Notes Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or any Guarantor to perform any agreement herein or to comply with any provision hereof, the Company and the Guarantors, Guarantors jointly and severally, severally agree to reimburse the Representative and the other Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representative and the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including but not limited to including, without limitation, fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Representative pursuant to Section 6, Section 11 5 or Section 1211, or if the sale to the Initial Purchasers of the Notes on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or any Guarantor to perform any agreement herein or to comply with any provision hereof, each of the Company and the Guarantors, jointly and severally, agree agrees to reimburse the Representative and the other Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representative and the Initial Purchasers in connection with the proposed purchase and the offering and sale of the SecuritiesNotes, including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 68, Section 11 13 or Section 1214 clause (i) only, in so far as it relates to a suspension or limitation of trading in the Company’s securities, or if the sale to the Initial Purchasers of the Notes Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or any Guarantor to perform any agreement herein or to comply with any provision hereof, the Company and the Guarantors, jointly and severally, agree agrees to reimburse the Representative Representatives and the other Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representative Representatives and the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is --------------------------------------------- terminated by the Representative Initial Purchasers pursuant to Section 6, Section 11 or Section 125, or if the sale to the Initial Purchasers of the Notes Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or any Guarantor the Guarantors to perform any agreement herein or to comply with any provision hereof, each of the Company and the GuarantorsGuarantors agrees, jointly and severally, agree to reimburse the Representative and the other Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves), severally, upon demand for all out-out- of-pocket expenses that shall have been reasonably incurred by the Representative and the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Initial Purchasers’ Expenses. If this Agreement --------------------------------------------- is terminated by the Representative Initial Purchasers pursuant to Section 6, Section 11 or Section 125, or if the sale to the Initial Purchasers of the Notes Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or any Guarantor the Guarantors to perform any agreement herein or to comply with any provision hereof, each of the Company and the GuarantorsGuarantors agrees, jointly and severally, agree to reimburse the Representative and the other Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves), severally, upon demand for all out-out- of-pocket expenses that shall have been reasonably incurred by the Representative and the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.