Common use of REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES Clause in Contracts

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Units for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Units for any reason permitted under this Agreement or pursuant to their purchase obligations under the Subscription Agreements or (d) the sale of the Units is not consummated (i) because any condition to the obligations of the Placement Agent or the Purchasers set forth herein is not satisfied or (ii) because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6, the Company shall reimburse the Placement Agent for the reasonable and documented fees and expenses of Placement Agent’s counsel and for such out-of-pocket expenses as shall have been reasonably incurred by the Placement Agent in connection with this Agreement and the proposed purchase of the Units, including, without limitation, travel and lodging expenses of the Placement Agent, and upon demand the Company shall pay the full amount thereof to the Placement Agent; provided that notwithstanding the foregoing, the Company shall not be obligated to pay any such fees, costs or expenses of the Placement Agent and/or its counsel in excess of $125,000 in the aggregate in the event of the circumstances set forth in clauses (a), (c), or (d)(i) above.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Units Stock and Warrants for delivery to the Purchasers for any reason not permitted under this AgreementAgreement or the Subscription Agreements, (c) the Purchasers shall decline to purchase the Units Stock and Warrants for any reason permitted under this Agreement or pursuant to their purchase obligations under the Subscription Agreements or (d) the sale of the Units Stock and Warrants is not consummated (i) because any condition to the obligations of the Placement Agent or the Purchasers set forth herein is not satisfied or (ii) because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6, the Company shall reimburse the Placement Agent for the reasonable and documented fees and expenses of Placement Agent’s counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by the Placement Agent it in connection with this Agreement and the proposed purchase of the UnitsStock and Warrants, including, without limitation, travel and lodging expenses of the Placement Agent, without giving effect to any limitations thereon contained in Section 6(i), and upon demand the Company shall pay the full amount thereof borne by the Placement Agent to the Placement Agent; provided that notwithstanding . Notwithstanding the foregoing, if any of the Company conditions precedent set forth in Sections 7(k), (m) or (n) shall not fail to be obligated satisfied, the Company’s reimbursement obligations to pay any such fees, costs or expenses of the Placement Agent and/or its counsel in excess of $125,000 in shall be limited to the aggregate in the event of the circumstances amount as set forth in clauses (aSection 6(i), (c), or (d)(i) above.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 98, (b) the Company shall fail to tender the Units for delivery to the Purchasers for any reason not permitted under this Agreement or the Securities Purchase Agreement, (c) the Purchasers shall decline to purchase the Units for any reason permitted under this Agreement or pursuant to their purchase obligations under the Subscription Agreements Securities Purchase Agreement or (d) the sale of any of the Units is not consummated (i) because any condition to the obligations of the Placement Agent or the Purchasers Agents set forth herein is not satisfied or (ii) because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereofhereof or in the Securities Purchase Agreement (other than any failure of the Second Closing to occur that is solely attributable to the inability of the Company get any stockholder approval required as a condition to consummate the Second Closing, then notwithstanding the Company’s exercise of its best efforts to obtain the same), then, in addition to the payment of amounts out-of-pocket expenses in accordance with Section 65, the Company shall reimburse the Placement Agent Agents for the reasonable and documented fees and expenses of the Placement Agent’s Agents’ counsel and for such other accountable out-of-pocket expenses as shall have been reasonably incurred by the Placement Agent them in connection with this Agreement and the proposed purchase sale of the Units, including, without limitation, travel and lodging expenses of the Placement Agent, and upon demand the Company shall pay the full amount thereof to the Placement Agent; provided that notwithstanding the foregoing, the Company shall not be obligated to pay any such fees, costs or expenses Representative on behalf of the Placement Agent and/or its counsel in excess of $125,000 in the aggregate in the event of the circumstances set forth in clauses (a), (c), or (d)(i) aboveAgents.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section Sections 9, (b) the Company shall fail to tender the Units Stock for delivery to the Purchasers for any reason not permitted under this AgreementAgreement or the Subscription Agreements, (c) the Purchasers shall decline to purchase the Units Stock for any reason permitted under this Agreement or pursuant to their purchase obligations under the Subscription Agreements or (d) the sale of the Units Stock is not consummated (i) because any condition to the obligations of the Placement Agent Agents or the Purchasers set forth herein is not satisfied or (ii) because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6, the Company shall reimburse the Placement Agent Agents for the reasonable and documented fees and expenses of Placement Agent’s Agents’ counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by the Placement Agent it in connection with this Agreement and the proposed purchase of the UnitsStock, including, without limitation, travel and lodging expenses of the Placement AgentAgents, and upon demand the Company shall pay the full amount thereof to the Placement AgentRepresentative; provided that notwithstanding the foregoing, in no event shall the Company shall not be obligated to pay any such fees, costs or expenses of reimburse the Placement Agent and/or its counsel in excess of $125,000 in the aggregate in the event of the circumstances set forth in Underwriters pursuant to clauses (a), (c), ) or (d)(id) abovein an amount in excess of $25,000 in the aggregate.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Units Shares and the Warrants for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Units Shares and the Warrants for any reason permitted under this Agreement or pursuant to their purchase obligations under the Subscription Agreements or (d) the sale of the Units Shares and the Warrants is not consummated (i) because any condition to the obligations of the Purchasers or the Placement Agent or the Purchasers set forth herein is not satisfied or (ii) because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereofhereof then, then in addition subject to the payment of amounts in accordance with Section 6limitations set forth below, the Company shall reimburse the Placement Agent for the reasonable and documented accountable fees and expenses of the Placement Agent’s counsel (to the extent documented), and for such other out-of-pocket expenses as shall have been reasonably incurred by the Placement Agent in connection with this Agreement and the proposed purchase of the Units, including, without limitation, travel Shares and lodging expenses the Warrants (to the extent documented by reasonably itemized invoices therefor) up to an aggregate of the Placement Agent$65,000, and upon demand the Company shall pay the full amount thereof to the Placement Agent; provided that notwithstanding the foregoing, the Company shall not be obligated to pay any such fees, costs or expenses of the Placement Agent and/or its counsel in excess of $125,000 in the aggregate in the event of the circumstances set forth in clauses (a), (c), or (d)(i) above.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Units Stock for delivery to the Purchasers for any reason not permitted under this AgreementAgreement or the Securities Purchase Agreements, (c) the Purchasers shall decline to purchase the Units Stock for any reason permitted under this Agreement or pursuant to their purchase obligations under the Subscription Securities Purchase Agreements or (d) the sale of the Units Stock is not consummated (i) because any condition to the obligations of the Placement Agent or the Purchasers set forth herein is not satisfied or (ii) because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6, the Company shall reimburse the Placement Agent for the reasonable and documented fees and expenses of Placement Agent’s counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by the Placement Agent it in connection with this Agreement and the proposed purchase of the Units, including, without limitation, travel and lodging expenses of the Placement Agent, Stock and upon demand the Company shall pay the full amount thereof to the Placement Agent; provided that notwithstanding the foregoing, in no event shall the Company shall not be obligated to pay any such fees, costs or expenses of reimburse the Placement Agent and/or its counsel in excess of $125,000 in the aggregate in the event of the circumstances set forth in pursuant to clauses (a), (c), ) or (d)(id) abovein an amount in excess of $25,000 in the aggregate.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Units Stock and Warrants for delivery to the Purchasers for any reason not permitted under this AgreementAgreement or the Subscription Agreements, (c) the Purchasers shall decline to purchase the Units Stock and Warrants for any reason permitted under this Agreement or pursuant to their purchase obligations under the Subscription Agreements or (d) the sale of the Units Stock and Warrants is not consummated (i) because any condition to the obligations of the Placement Agent Agents or the Purchasers set forth herein is not satisfied or (ii) because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6, the Company shall reimburse the Placement Agent Agents for the reasonable and documented fees and expenses of Placement Agent’s Agents’ counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by the Placement Agent them in connection with this Agreement and the proposed purchase of the UnitsStock and Warrants, including, without limitation, travel and lodging expenses of the Placement AgentAgents, without giving effect to any limitations thereon contained in Section 6(i), and upon demand the Company shall pay the full amount thereof borne by each of the Placement Agents to such Placement Agent. Notwithstanding the foregoing, if any of the conditions precedent set forth in Sections 7(k), (m) or (n) shall fail to be satisfied, the Company’s reimbursement obligations to the Placement Agent; provided that notwithstanding Agents shall be limited to the foregoing, the Company shall not be obligated to pay any such fees, costs or expenses of the Placement Agent and/or its counsel in excess of $125,000 in the aggregate in the event of the circumstances respective amounts as set forth in clauses (aSection 6(i), (c), or (d)(i) above.