Common use of Reimbursement of Underwriters’ Expenses Clause in Contracts

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n4(o) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n4(p) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares Securities are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n4(p) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the a default by one or more of the Underwriters in its or their respective obligations hereunder, the Company and the Partnership, jointly and severally, shall, in addition to paying the amounts described in Section 4(n4(m) hereof, reimburse the Underwriters for all of their reasonable out-of-pocket expenses, including the reasonable fees and disbursements of their Underwriters’ counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered Underwriters shall decline to purchase the Securities for any reason other than the termination permitted under Section 6 or Section 9 of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunderAgreement, the Company shall, in addition to paying the amounts described in Section 4(n) hereof, shall reimburse the Underwriters for all the reasonable fees and expenses of their counsel and for such other out-of-pocket expensesexpenses as shall have been reasonably incurred by them in connection with the Terms Agreement and the proposed purchase of the Securities, including and upon demand the fees and disbursements of their counselCompany shall pay the full amount thereof to the Representatives.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 11 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n) 7 hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares Securities are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n4(o) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n5(p) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n4(l) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares Units are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 9 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company Partnership shall, in addition to paying the amounts described in Section 4(n) 5 hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n4(l) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n4(m) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth last paragraph of Section 8 7 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shallagrees, in addition to paying the amounts described in Section 4(n3(m) hereof, to reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 10 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n5(n) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares Securities are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunderhereof, the Company shall, in addition to paying the amounts described in Section 4(n4(o) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph first two paragraphs of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n) hereof, shall reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the a default by one or more of the Underwriters in its or their respective obligations hereunder, the Company and the Partnership, jointly and severally, shall, in addition to paying the amounts described in Section 4(n) hereof, reimburse the Underwriters for all of their reasonable out-of-pocket expenses, including the reasonable fees and disbursements of their Underwriters’ counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunderreason, the Company agrees that it shall, in addition to paying the amounts described in Section 4(n) 5 hereof, reimburse the Underwriters for all of their properly documented out-of-pocket expenses, including the reasonable fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares Securities are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n5(p) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares Underwriters’ Securities are not delivered for any reason other than the termination of this Agreement agreement pursuant to the fifth paragraph of Section 8 5 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunderto purchase Underwriters’ Securities pursuant to any Terms Agreement, the Company shall, in addition to paying the amounts described in Section 4(n) hereof, shall reimburse the Underwriters for all of their reasonable out-of-pocket expenses, including the fees and disbursements expenses of their counsel.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated and the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 9 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n5(o) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of their counselcounsel incurred in connection with this Agreement and the transaction contemplated thereunder.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n4(m) hereof, reimburse the Underwriters for all of their its out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares Offered Securities are not delivered for any reason other than the termination of this Underwriting Agreement pursuant to the fifth second paragraph of Section 8 7 hereof or the default by one or more of the Underwriters Underwriter in its or their respective obligations hereunder, the Company shallagrees, in addition to paying the amounts described in Section 4(n4(j) hereof, to reimburse the Underwriters Underwriter for all of their its reasonable out-of-pocket expenses, including the reasonable fees and disbursements of their its counsel.

Reimbursement of Underwriters’ Expenses. If the Shares Securities are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n4(o) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunderhereunder or pursuant to Section 7(b) hereof, the Company shall, in addition to paying the amounts described in Section 4(n4(m) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares Securities are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n4(k) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares Offered Securities are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n3(n) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares Offered Securities are not delivered for any reason other than the termination of this Underwriting Agreement pursuant to the fifth second paragraph of Section 8 7 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shallagrees, in addition to paying the amounts described in Section 4(n4(j) hereof, to reimburse the Underwriters for all of their reasonable out-of-pocket expenses, including the reasonable fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n4(q) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares Securities are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n5(q) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares Notes are not delivered for any reason other than the termination of this Agreement pursuant to clause (iii), (v) or (vi) of Section 8 or the fifth last paragraph of Section 8 9 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n4(k) hereof, reimburse the Underwriters for all of their reasonable and documented out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 10 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n5(q) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n4(s) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares Notes are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 9 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company Issuers shall, in addition to paying the amounts described in Section 4(n4(m) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n4(k) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n4(q) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters Underwriter in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n4(l) hereof, reimburse the Underwriters Underwriter for all of their its out-of-pocket expenses, including the fees and disbursements of their its counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 12 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n) 7 hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph first two paragraphs of Section 8 7 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 9 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n5(n) hereof, reimburse the Underwriters for all of their reasonable out-of-pocket expenses, including the reasonable fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunderreason, the Company shall, in addition to paying the amounts described in Section 4(n) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares Notes are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 9 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunderhereunder or the failure to satisfy the condition precedent described in Section 7(c), the Company shall, in addition to paying the amounts described in Section 4(n5(m) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable, documented fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n4(m) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to Subsection (2) of the fifth second paragraph of Section 8 hereof 7 or the default by one or more the Underwriter of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n) 4(m); hereof, reimburse the Underwriters Underwriter for all of their its out-of-pocket expenses, including the fees and disbursements of their its counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company and the Selling Stockholders, jointly and severally, shall, in addition to paying the amounts described in Section 4(n5(b)(i) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph first two paragraphs of Section 8 10 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n6(a) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not --------------------------------------- delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph first two paragraphs of Section 8 10 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n6(a) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 9 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n5(o) hereof, reimburse the non-defaulting Underwriters for all of their out-of-pocket expensesexpenses incurred, including the reasonable fees and disbursements of their counselcounsel incurred in connection with this Agreement and the transactions contemplated hereunder.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 10 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying shall pay the amounts described in Section 4(n5(n) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares Offered Securities are not delivered for any reason other than the termination of this Agreement pursuant to the fifth first paragraph of Section 8 7 hereof or the default by one or more of the Underwriters Underwriter in its or their respective obligations hereunder, the Company shallagrees, in addition to paying the amounts described in Section 4(n4(j) hereof, to reimburse the Underwriters Underwriter for all of their its reasonable out-of-pocket expenses, including the reasonable fees and disbursements of their its counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to clause (y) of the second paragraph of Section 7 hereof or the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n4(i)(n) hereof, reimburse the Underwriters for all of their reasonable out-of-pocket expenses, including the reasonable fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Depositary Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n4(o) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares Notes are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 7(b)(iii)-(v) hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(nshall (i) hereof, reimburse the Underwriters for all of their reasonable out-of-pocket expenses, including expenses and (ii) pay the fees and disbursements of their counselamounts described in Section 3(n) hereof.

Reimbursement of Underwriters’ Expenses. If After the Shares execution of this Agreement, if the Securities are not delivered for any reason other than the termination of this Agreement pursuant to clause (2) contained in Section 7 or the fifth paragraph of Section 8 hereof hereof, or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n4(i) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters Underwriter in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n4(l) hereof, reimburse the Underwriters Underwriter for all of their its reasonably incurred out-of-pocket expenses, including the reasonable fees and disbursements of their its counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth last paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shallagrees, in addition to paying the amounts described in Section 4(n4(l) hereof, to reimburse the Underwriters for all of their out-of-pocket expenses, expenses (including the fees and disbursements of their counsel) reasonably incurred in connection with this Agreement and in furtherance of the transactions contemplated hereby.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 10 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n5(n) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable and documented fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth last paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shallagrees, in addition to paying the amounts described in Section 4(n4(l) hereof, to reimburse the Underwriters for all of their reasonable out-of-pocket expenses, including the reasonable fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunderhereunder or the failure to satisfy the condition precedent described in Section 6(c), the Company shall, in addition to paying the amounts described in Section 4(n) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable, documented fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph first two paragraphs of Section 8 10 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n) hereof, shall reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 11 hereof or the default by one or more of the Underwriters Underwriter in its or their respective obligations hereunder, the Company Selling Stockholders, jointly and severally, shall, in addition to paying the amounts described in Section 4(n) 7 hereof, reimburse the Underwriters Underwriter for all of their its out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters Underwriter in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n) hereof, reimburse the Underwriters Underwriter for all of their its out-of-pocket expensesexpenses reasonably incurred in connection with this Agreement and the offering contemplated hereby, including the fees and disbursements of their its counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not --------------------------------------- delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n4(p) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to Section 7 and the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n) hereof, reimburse the Underwriters for all of their reasonably incurred out-of-pocket expenses, including the reasonably incurred fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth second paragraph of Section 8 7 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n4(o) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 9 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n5(p) hereof, reimburse the Underwriters for all of their actual out-–of-–pocket expensesexpenses incurred, including the reasonable fees and disbursements of their counselcounsel incurred in connection with this Agreement and the transactions contemplated hereunder.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the a default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n) hereof, shall reimburse the Underwriters for all of their reasonable out-of-pocket expenses, including the fees and disbursements of their counsel, incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunderhereof, the Company shall, in addition to paying the amounts described in Section 4(n4(m) hereof, reimburse the Underwriters Underwriter for all of their its reasonable out-of-pocket expenses, including the fees and disbursements of their its counsel.

Reimbursement of Underwriters’ Expenses. If the Shares Offered Securities are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters Underwriter in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n4(o) hereof, reimburse the Underwriters Underwriter for all of their its out-of-pocket expenses, including the fees and disbursements of their its counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to Section 9(y) hereof, the fifth paragraph of Section 8 10 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n5(m) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable and documented fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n) hereof, reimburse the Underwriters for all of their reasonable out-of-pocket expenses, including the reasonable fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 10 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n5(i) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company and shall, in addition to paying the amounts described in Section 4(n) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Underwriting Agreement pursuant to the fifth second paragraph of Section 8 7 hereof or the default by one or more of the Underwriters Underwriter in its or their respective obligations hereunder, the Company shallagrees, in addition to paying the amounts described in Section 4(n4(j) hereof, to reimburse the Underwriters Underwriter for all of their reasonable out-of-pocket expenses, including the reasonable fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered as contemplated by this Agreement for any reason other than the termination of this Agreement pursuant to the fifth fourth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective material obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n) hereof, shall reimburse the Underwriters for all of their the actual accountable out-of-pocket expenses, including expenses set forth in Section 4(m)(xii). The parties hereto agree that the fees provisions of this Section 5 shall supersede any and disbursements all prior understandings and agreements pertaining to the reimbursement of their counselthe Underwriters’ expenses relating to the offering of the Shares contemplated by this Agreement if such offering is not completed.

Reimbursement of Underwriters’ Expenses. If the Shares are not --------------------------------------- delivered for any reason other than the termination of this Agreement pursuant to the fifth second paragraph of Section 8 9 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n) hereof, shall reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 9 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n5(r) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counselcounsel reasonably incurred in connection with this Agreement on the Offering contemplated hereof.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 10 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company Selling Stockholder shall, in addition to paying the amounts described in Section 4(n6(b) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares Notes are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 9 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n5(n) hereof, reimburse the non-defaulting Underwriters for all of their out-of-pocket expensesexpenses incurred, including the reasonable fees and disbursements of their counselcounsel incurred in connection with this Agreement and the transactions contemplated hereunder.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 9 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n5(p) hereof, reimburse the Underwriters for all of their out-of-pocket expensesexpenses incurred, including the reasonable fees and disbursements of their counselcounsel incurred in connection with this Agreement and the transactions contemplated hereunder.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 11 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n) 7 hereof, reimburse the Underwriters for all of their reasonably incurred out-of-pocket expenses, including the reasonable fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunderhereof, the Company shall, in addition to paying the amounts described in Section 4(n4(o) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n4(m) hereof, reimburse the Underwriters for all of their out-of-pocket expensesaccountable expenses actually incurred, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 11 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n) 7 hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable documented fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the default by the Underwriter in its obligations hereunder or termination of this Agreement by the Underwriter pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder7 hereof, the Company shall, in addition to paying the amounts described in Section 4(n) hereof, shall reimburse the Underwriters Underwriter for all of their its out-of-pocket expenses, including the reasonable fees and disbursements of their its counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 11 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n) 7 hereof, reimburse the Underwriters for all of their reasonable out-of-pocket expenses, expenses including the reasonable fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares Debentures are not delivered for any reason other than the termination of this Agreement pursuant to clause (iii), (iv) or (v) of Section 7 or the fifth paragraph first two paragraphs of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n4(j) hereof, reimburse the Underwriters for all of their reasonable out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n4(j) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters Underwriter in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n5(p) hereof, reimburse the Underwriters Underwriter for all of their its out-of-pocket expenses, including the fees and disbursements of their its counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not --------------------------------------- delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph first two paragraphs of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n4(r) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth second paragraph of Section 8 9 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n) hereof, shall reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph first two paragraphs of Section 8 7 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n4(l) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares Securities are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n1(o) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n) hereof, reimburse the Underwriters for all of their out-of-pocket expensesexpenses actually incurred related to the marketing and/or sale of the Shares, including the reasonable fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares Notes are not delivered for any reason other than the termination of this Agreement pursuant to the fifth second paragraph of Section 8 9 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n) 6 hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel.

Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 9 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(n5(l) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of their counsel.] FINAL DRAFT