Common use of Reimbursement of Underwriters’ Expenses Clause in Contracts

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative pursuant to Section 5, Section 10 or Section 11 (other than pursuant to clauses (ii) or (iii) thereof), or if the sale to the Underwriters of the Offered Securities on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering and sale of the Offered Securities, including, but not limited to, reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative pursuant to Section 5, Section 10 or Section 11 (other than pursuant to clauses (ii) or (iii) thereof), or if the sale to the Underwriters of the Offered Securities on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering and sale of the Offered Securities, including, but not limited to, reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 5, Section 10 11(i) (solely as it applies to a suspension or Section 11 (other than pursuant to clauses (iilimitation in trading or quotation in any of the Company’s securities) or (iii) thereof11(iv), or if the sale to the Underwriters of the Offered Securities on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative Representatives and the other Underwriters (or such Underwriters as have terminated this Agreement with respect to themselves), severally, upon demand for all reasonable out-of-pocket expenses that shall have been reasonably incurred by the Representative Representatives and the Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered Securities, including, including but not limited to, to reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 5, Section 10 7 or Section 11 (other than pursuant to clauses (ii) or (iii) thereof11(i), or if the sale to the Underwriters of the Offered Securities on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Operating Partnership to perform any agreement herein or to comply with any provision hereof, the Company agrees and the Operating Partnership, jointly and severally, agree to reimburse the Representative Representatives and the other Underwriters (or such Underwriters 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 Representatives and the Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered Securities, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 5, Section 10 or Section 11 (other than pursuant to clauses (ii) or (iii) thereof), or if the sale to the Underwriters of the Offered Securities on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative Representatives and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering and sale of the Offered Securities, including, but not limited to, reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative pursuant to Section 5, Section 10 5 or Section 11 (other than 11, or by the Company pursuant to clauses (ii) or (iii) thereof)Section 7, or if the sale to the Underwriters of the Offered Securities Units on the First Closing Date or Subsequent Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative and the other Underwriters (or for such Underwriters as have terminated this Agreement with respect regard to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representative and the Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesUnits, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges; provided, however, that the Company shall only reimburse the Representative (and not any of the other Underwriters) for fees and disbursements of counsel.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 5, Section 10 or Section 11 (other than pursuant to clauses (ii) or (iii) thereof), or if the sale to the Underwriters of the Offered Securities on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereofhereof (other than solely because of the termination of this Agreement pursuant to Section 18, or the occurrence of an event specified in clause (ii), (iii), (iv) or (vii) of Section 10), the Company agrees to reimburse the Representative Representatives and the other Underwriters (or such Underwriters as have terminated this Agreement with respect to themselves), severally, upon demand for all reasonable and documented out-of-pocket expenses that shall have been reasonably incurred by the Representative Representatives and the Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered Securities, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative pursuant to Section 5, Section 10 or Section 11 (other than pursuant to clauses (ii) or (iii) thereof), or if the sale to the Underwriters of the Offered Securities on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering and sale of the Offered Securities, including, but not limited to, reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges; provided, however, that if this Agreement is terminated by the Representative pursuant to Section 10 hereof, the Company will have no obligation to reimburse any defaulting Underwriter.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative pursuant to Section 5, Section 10 11, or Section 11 (other than 19, or by the Company pursuant to clauses (ii) or (iii) thereof)Section 7, or if the sale to the Underwriters of the Offered Securities Units on the First Closing Date or Subsequent Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesUnits, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 5, Section 10 7 or Section 11 13(i) (other than pursuant to clauses (ii) or (iii) thereofin the case of the Guarantor’s securities), or if the sale to the Underwriters of the Offered Securities on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative Representatives and the other Underwriters (or such Underwriters as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses (approved in writing by the Representatives in the case of the other Underwriters) that shall have been reasonably incurred by the Representative Representatives and the Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered Securities, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 56, Section 10 11 or Section 11 12(i), (other than pursuant to clauses (iiiv) or (iiiv) thereof)hereof, or if the sale to the Underwriters of the Offered Securities Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative Representatives and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesShares, including, but not limited to, reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges; provided, however, that if this Agreement is terminated pursuant to Section 11, the Company shall only be required to reimburse such expenses, fees and disbursements of, or attributable to, the Underwriters that have not failed to purchase the Offered Shares that they have agreed to purchase hereunder.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 56, Section 10 or Section 11 as a result of the failure of any of the conditions of subsections (other than pursuant to clauses a), (iib), (c), (d), (e), (g), (h) or (iiii) thereof)of Section 6 to be satisfied when and as required to be satisfied, or Section 12 prior to the First Closing Date, or if the sale to the Underwriters of the Offered Securities Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative Representatives and the other Underwriters (or such Underwriters as have terminated this Agreement with respect to themselves), severally, severally upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representative Representatives and the Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesShares, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative pursuant to Section 5, Section 10 or Section 11 (other than pursuant to clauses clause (ii) or (iii) thereof), or if the sale to the Underwriters of the Offered Securities on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative and the other Underwriters (or such Underwriters as have terminated this Agreement with respect to themselves), severally, upon demand for all reasonable and documented out-of-pocket expenses that shall have been reasonably incurred by the Representative and the Underwriters in connection with the proposed purchase and the Offering and sale of the Offered Securities, including, but not limited to, reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative pursuant to Section 5, Section 10 11, or Section 11 (other than 19, or by the Company pursuant to clauses (ii) or (iii) thereof)Section 7, or if the sale to the Underwriters of the Offered Securities Units on the First Closing Date or Subsequent Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesUnits, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges. In the event of such a termination, the $35,000 advance received by the Representative against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the Company to the extent not actually incurred by the Representative.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative pursuant to Section 5, Section 10 10, Section 11(iv), Section 11(v) or Section 11 (other than pursuant to clauses (ii) or (iii) thereof)17, or if the sale to the Underwriters of the Offered Securities Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Selling Shareholders to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesShares, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative pursuant to Section 5, Section 10 or Section 11 (other than pursuant to clauses (iii) or (iiiiv) thereof), of Section 11 or if the sale to the Underwriters of the Offered Securities on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Guarantor to perform any agreement herein or to comply with any provision hereof, the Company agrees and the Guarantor, jointly and severally, agree to reimburse the Representative and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered Securities, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative pursuant to Section 5, Section 10 or Section 11 hereof (other than pursuant to clauses (ii) or (iii) thereof), or if the sale to the Underwriters of the Offered Securities on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering and sale of the Offered Securities, including, but not limited to, the reasonable and documented fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 56, Section 10 11, or Section 11 (other than pursuant to clauses (ii) or (iii) thereof)12, or if the sale to the Underwriters of the Offered Securities Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereofhereof other than solely by reason of default by any of the Underwriters, the Company agrees to reimburse the Representative Representatives and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesShares, including, but not limited to, reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges; provided, that if this Agreement is terminated pursuant to Section 11 by reason of the default of one or more Underwriters, the Company shall not be obligated under this Section 7 to reimburse any defaulting Underwriter on account of its expenses.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative pursuant to Section 5, Section 10 7 or Section 11 hereof (other than solely because of the termination of this Agreement pursuant to clauses (ii), (iii) or (iiiiv) thereofof Section 11), or including if the sale to the Underwriters of the Offered Securities on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or any Selling Shareholder to perform any agreement herein or to comply with any provision hereofhereof other than by reason of a default by any of the Underwriters, the Company agrees to reimburse the Representative and the other Underwriters (or such Underwriters as have terminated this Agreement with respect to themselves)Underwriters, severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representative and the Underwriters in connection with the proposed purchase and the Offering offer and sale of the Offered Securities, including, but not limited towithout limitation, reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 56, Section 10 8, Section 11, Section 12 or Section 11 (other than pursuant to clauses (ii) or (iii) thereof)18, or if the sale to the Underwriters of the Offered Securities Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Selling Stockholders to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative Representatives and the other Underwriters (or such Underwriters as have terminated this Agreement with respect to themselves), severally, upon demand for all reasonable documented out-of-pocket expenses that shall have been actually and reasonably incurred by the Representative Representatives and the Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesShares, including, including but not limited to, to reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Underwriters pursuant to Section 5, Section 10 5 or Section 11 (other than pursuant to clauses (ii) or (iii) thereof10(i), or if the sale to the Underwriters of the Offered Securities on the First Closing Date is not consummated because of any refusal, inability or failure on the part of either the Company Issuer or the Guarantor to perform any agreement herein or to comply with any provision hereof, the Company agrees Issuer and the Guarantor agree to reimburse the Representative Representatives and the other Underwriters (or such Underwriters as have terminated this Agreement with respect to themselves), severallyseverally and in such proportion as set forth in Section 8, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representative Representatives and the Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered Securities, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 56, Section 10 11, Section 12 or Section 11 (other than pursuant to clauses (ii) or (iii) thereof)19, or if the sale to the Underwriters of the Offered Securities Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Selling Stockholders to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative Representatives and the other Underwriters (or such Underwriters as have terminated this Agreement with respect to themselves), severally, upon demand for all reasonable, documented and out-of-pocket expenses that shall have been actually and reasonably incurred by the Representative Representatives and the Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesShares, including, but not limited to, reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 5, Section 10 6 or Section 11 (other than 12, or by the Company or the Selling Shareholders pursuant to clauses (ii) or (iii) thereof)Section 8, or if the sale to the Underwriters of the Offered Securities ADSs on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Selling Shareholders to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative Representatives and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesADSs, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative pursuant to Section 56, Section 10 8, Section 11, Section 12 or Section 11 (other than pursuant to clauses (ii) or (iii) thereof)19, or if the sale to the Underwriters of the Offered Securities Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Selling Shareholders to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative and the other Underwriters (or such Underwriters as have terminated this Agreement with respect to themselves), severally, upon demand for all reasonable out-of-pocket expenses that shall have been actually and reasonably incurred by the Representative and the Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesShares, including, including but not limited to, to reasonable fees and disbursements of counselcounsel (provided that such fees and disbursements are reasonably detailed, but may be redacted narrowly and solely to the extent necessary to preserve privilege), printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 56 prior to the First Closing Date, Section 10 or Section 11 as a result of the failure of any of the conditions of subsections (other than pursuant to clauses a), (iib), (c), (d), (e), (g), (h), (i) or (iiij) thereof)of Section 6 to be satisfied when and as required to be satisfied, or Section 12 prior to the First Closing Date, or if the sale to the Underwriters of the Offered Securities Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative Representatives and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesShares, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 5, Section 7, Section 10 or Section 11 (other than pursuant to clauses (ii) or (iii) thereof)11, or if the sale to the Underwriters of the Offered Securities Common Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Selling Stockholder to perform any agreement herein or to comply with any provision hereof, the Company agrees and the Selling Stockholder, in such proportions as they may agree upon among themselves, agree to reimburse the Representative Representatives and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesCommon Shares, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative pursuant to Section 5, [Section 10 10], Section 11(i) or Section 11 (other than 11(v), or by the Company pursuant to clauses (ii) or (iii) thereof)Section 7, or if the sale to the Underwriters of the Offered Securities Units on the First Closing Date or on any Subsequent Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative Representatives and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesUnits, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 56, Section 10 11 or Section 11 (other than pursuant to clauses (ii) or (iii) thereof)12, or if the sale to the Underwriters of the Offered Securities Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative Representatives and the other Underwriters (or such Underwriters as have terminated this Agreement with respect to themselves), in each case, except for any defaulting Underwriters pursuant to Section 11, severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representative Representatives and the Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesShares, including, but not limited to, reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative pursuant to Section 5, Section 10 11, or Section 11 (other than 19, or by the Company pursuant to clauses (ii) or (iii) thereof)Section 7, or if the sale to the Underwriters of the Offered Securities on the First Closing Date or Subsequent Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered Securities, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 56, Section 10 12, Section 13 or Section 11 (other than pursuant to clauses (ii) or (iii) thereof)21, or if the sale to the Underwriters of the Offered Securities Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Selling Stockholders to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative Representatives and the other Underwriters (or such Underwriters as have terminated this Agreement with respect to themselves), severally, other than those of a defaulting Underwriter in connection with a termination under Section 13 hereof, upon demand for all documented out-of-pocket expenses that shall have been reasonably incurred by the Representative Representatives and the Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesShares, including, but not limited to, reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 5, 7 or Section 10 or Section 11 hereof (other than solely because of the termination of this Agreement pursuant to clauses (ii), (iii) or (iiiiv) thereof)of Section 10) hereof, or including if the sale to the Underwriters of the Offered Securities on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Issuer to perform any agreement herein or to comply with any provision hereofhereof other than by reason of a default by any of the Underwriters, the Company agrees and the Issuer, jointly and severally, agree to reimburse the Representative and the other Underwriters (or such Underwriters as have terminated this Agreement with respect to themselves)Underwriters, severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representative and the Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered Securities, including, but not limited towithout limitation, reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If (a) Reimbursement by the Company. Subject in all cases to Section 7(b), if this Agreement is terminated by the Representative pursuant to Section 5, Section 10 6 or Section 11 (other than pursuant to clauses (i)(b), (ii) or and (iii) thereof), or if the sale to the Underwriters of the Offered Securities Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesShares, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative (i) pursuant to Section 56 as a result of the failure of any of the conditions of Section 6 to be satisfied when and as required to be satisfied, Section 10 or Section 11 (other than pursuant to clauses (ii) or pursuant to Section 11, (iii) thereof), pursuant to Section 12 prior to the First Closing Date or (iv) if the sale to the Underwriters of the Offered Securities Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative and the other non-defaulting Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesShares, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 5, Section 10 5 or Section 11 (other than pursuant to clauses (ii) or (iii) thereof)11, or if the sale to the Underwriters of the Offered Securities on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or any of the Guarantors to perform any agreement herein or to comply with any provision hereofhereof required to be performed or complied with by the Company or any Guarantor, the Company agrees and the Guarantors agree, jointly and severally, to reimburse the Representative Representatives and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered Securities, including, including but not limited to, to reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 5, Section 10 or Section 11 (other than pursuant to clauses (ii) or (iii) thereof), or if the sale to the Underwriters of the Offered Securities on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative Representatives and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering and sale of the Offered Securities, including, but not limited to, reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 5, Section 10 or Section 11 (other than pursuant to clauses (ii) or (iii) thereof)11, or if the sale to the Underwriters of the Offered Securities on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or any Subsidiary Guarantor to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative and Underwriters in the other Underwriters (case of termination pursuant to Section 5 or such Underwriters as have terminated this Agreement with respect Section 11 hereof or the non-defaulting Underwriters, in the case of termination pursuant to themselves)Section 10 hereof, severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representative Representatives and the Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered Securities, including, including but not limited to, reasonable to fees and disbursements expenses of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 56, Section 10 8 or Section 11 (other than pursuant to clauses (ii) or (iii) thereof12(i), or if the sale to the Underwriters of the Offered Securities Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Operating Partnership to perform any agreement herein or to comply with any provision hereof, the Company agrees and the Operating Partnership, jointly and severally, agree to reimburse the Representative Representatives, Underwriters, Forward Sellers and the other Underwriters Forward Purchasers (or such Underwriters Underwriters, Forward Sellers or Forward 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 Representatives, Underwriters, Forward Sellers and the Underwriters Forward Purchasers in connection with the proposed purchase and the Offering offering, sale and sale delivery of the Offered SecuritiesShares and the Confirmation Shares, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 5, Section 10 ‎7 or Section 11 ‎10 hereof (other than solely because of the termination of this Agreement pursuant to clauses (ii‎(ii), ‎(iii) or (iii‎(iv) thereof)of Section ‎10) hereof, or including if the sale to the Underwriters of the Offered Securities on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Issuer to perform any agreement herein or to comply with any provision hereofhereof other than by reason of a default by any of the Underwriters, the Company agrees and the Issuer, jointly and severally, agree to reimburse the Representative and the other Underwriters (or such Underwriters as have terminated this Agreement with respect to themselves)Underwriters, severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representative and the Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered Securities, including, but not limited towithout limitation, reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. (a) If this Agreement is terminated by the Representative pursuant to Section 56, Section 10 or Section 11 (other than pursuant to clauses (ii) or (iii) thereof)11, or if the sale to the Underwriters of the Offered Securities 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 hereof, the Company agrees and the Guarantors, jointly and severally, agree to reimburse the Representative and the other Underwriters (or such Underwriters as have terminated this Agreement with respect to themselves)) but not any defaulting Underwriters under Section 10 in the case that this Agreement is terminated pursuant to Section 10, severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representative and the Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered Securities, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative pursuant to Section 56, Section 10 11, Section 12 or Section 11 (other than pursuant to clauses (ii) or (iii) thereof)20, or if the sale to the Underwriters of the Offered Securities Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Selling Shareholders to perform any agreement herein or to comply with any provision hereof, the Company agrees (and failing the Company, the Selling Shareholders agree) to reimburse the Representative and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesShares, including, but not limited to, reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 56, Section 10 11 or Section 11 (other than pursuant to clauses (ii) or (iii) thereof)12, or if the sale to the Underwriters of the Offered Securities Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company Company, RGF LLC or the Selling Stockholder to perform any agreement herein or to comply with any provision hereof, each of the Company agrees and RGF LLC agrees, jointly and severally, to reimburse the Representative Representatives and the other Underwriters (or such Underwriters 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 Representatives and the Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered Securities, Shares including, but not limited to, reasonable the reasonably incurred and documented fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative pursuant to Section 56, as a result of the failure of any of the conditions of Section 10 6 to be satisfied when and as required to be satisfied, other than subsection (f), or Section 11 (other than pursuant 12 prior to clauses (ii) or (iii) thereof)the First Closing Date, or if the sale to the Underwriters of the Offered Securities Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative and the other Underwriters (or such Underwriters as have terminated this Agreement with respect to themselves), severally, severally upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representative and the other Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesShares, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative pursuant to Section 5, Section 10 11, or Section 11 (other than 19, or by the Company pursuant to clauses (ii) or (iii) thereof)Section 7, or if the sale to the Underwriters of the Offered Underwritten Securities on the First Closing Date or Subsequent Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered Underwritten Securities, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 56, Section 10 or Section 11 (other than pursuant in such case, only such Underwriters as have so terminated this Agreement with respect to clauses (ii) themselves severally and not in default hereunder), Section 12 or (iii) thereof)Section 19, or if the sale to the Underwriters of the Offered Securities Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Selling Stockholders to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative Representatives and the other Underwriters (or such Underwriters as have terminated this Agreement with respect to themselves), severally, upon demand for all reasonable out-of-pocket expenses that shall have been reasonably incurred by the Representative Representatives and the Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesShares, including, but not limited to, reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Xxxxxxxxxx Securities pursuant to Section 5, Section 7, Section 10 or Section 11 (other than pursuant to clauses (ii) or (iii) thereof)Section 17, or if the sale to the Underwriters of the Offered Securities Common Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Selling Shareholders to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative Xxxxxxxxxx Securities and the other Underwriters (or such Underwriters 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 Xxxxxxxxxx Securities and the Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesCommon Shares, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges. SECTION 7.

Reimbursement of Underwriters’ Expenses. (a) Reimbursement by the Company. If this Agreement is terminated by the Representative pursuant to Section 5, Section 10 or Section 11 Sections 5 (other than pursuant solely as a result of failure to clauses (iisatisfy the conditions set forth in Section 5(h), -(i) or (iii-(j)) thereof), or 10(i) hereof or if the sale to the Underwriters of the Offered Securities Common Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative and the other Underwriters (or such Underwriters underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesCommon Shares, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 56, Section 10 8, Section 11, Section 12(i), Section 12(iv) or Section 11 (other than pursuant to clauses (ii) or (iii) thereof)19, or if the sale to the Underwriters of the Offered Securities Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Selling Stockholders to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative Representatives and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesShares, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 5, 7 or Section 10 or Section 11 hereof (other than solely because of the termination of this Agreement pursuant to clauses (ii), (iii) or (iiiiv) thereof)of Section 10) hereof, or including if the sale to the Underwriters of the Offered Securities on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereofhereof other than by reason of a default by any of the Underwriters, the Company agrees to reimburse the Representative and the other Underwriters (or such Underwriters as have terminated this Agreement with respect to themselves)Underwriters, severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representative and the Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered Securities, including, but not limited towithout limitation, reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If (a) Other than for those reasons set forth in Section 11(a)(ii), (iii) or (v), if this Agreement is shall be terminated by the Representative pursuant to Section 56, Section 10 or Section 11 (other than pursuant to clauses (ii) or (iii) thereof)11, or if the sale to the Underwriters of the Offered Securities Notes on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company Issuers or any Guarantor to perform any agreement herein or to comply with any provision hereof, the Company agrees Issuers and the Guarantors, jointly and severally, agree to reimburse the Representative and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered Securities, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives other than as a result of termination pursuant to Section 5Xxxxxxx 00 xx xxxxxxx (xx), Section 10 or Section 11 (other than pursuant to clauses xxx), (iixx) or (iiivi) thereof)of Section 11, or if the sale to the Underwriters of the Offered Securities Notes on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative Representatives and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesNotes, including, including but not limited to, reasonable to fees and disbursements of one counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 56, Section 10 11 or Section 11 (other than pursuant to clauses (ii12(i) or (iii) thereofiv), or if the sale to the Underwriters of the Offered Securities Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Operating Partnership to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative Representatives and the other Underwriters (or such Underwriters as have terminated this Agreement with respect to themselves, except, in the case of Section 11, for the defaulting Underwriters), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representative Representatives and the Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesShares, including, but not limited to, reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 5, Section 10 11, or Section 11 (other than 19, or by the Company pursuant to clauses (ii) or (iii) thereof)Section 7, or if the sale to the Underwriters of the Offered Securities Shares on the First Closing Date or Subsequent Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or any Selling Stockholder to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative Representatives and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesShares, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Underwriter pursuant to Section 5, Section 10 or Section 11 8 (other than pursuant to clauses (iiB)(c) or (iii) thereofE)), or if the sale to the Underwriters Underwriter of the Offered Securities Shares on the First Closing Date (or the applicable Option Closing Date) is not consummated because of any refusal, inability or failure on the part of (i) the Company or (ii) a Selling Stockholder to perform any agreement herein or to comply with any provision hereof, the Company agrees Company, in the case of (i), and the applicable Selling Stockholder(s) severally and not jointly, in the case of (ii), agree to reimburse the Representative and the other Underwriters (or such Underwriters as have terminated this Agreement with respect to themselves), severally, Underwriter upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representative and the Underwriters Underwriter in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesShares, including, including but not limited to, to reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 5Sectixx 0, Section 10 or Section 11 Xxxxxxx 00 xx Xxxxxxx 00 (other than pursuant to clauses x), (iix) or xx (iii) thereofvi), or if the sale to the Underwriters of the Offered Securities Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative Representatives and the other Underwriters (or such Underwriters as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been documented and reasonably incurred by the Representative Representatives and the Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesShares, including, but not limited to, reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative pursuant to Section 58, Section 10 13 (in such case, only such Underwriters as have so terminated this Agreement with respect to themselves severally and not in default hereunder) or Section 11 (other than pursuant to clauses (ii) or (iii) thereof)14, or if the sale to the Underwriters of the Offered Securities Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesShares, including, but not limited to, reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 5, Section 10 5 or Section 11 11(i) (other than pursuant with respect to clauses (iithe Company’s securities) or (iii) thereofiv), or if the sale to the Underwriters of the Offered Securities 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 hereof, the Company agrees and the Guarantors agree to reimburse the Representative Representatives and the other Underwriters (or such Underwriters as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses (including fees and disbursements of counsel) that shall have been reasonably incurred by the Representative Representatives and the Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesNotes, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 5, Section 10 7 or Section 11 (other than pursuant to clauses (ii) or (iii) thereof)11, or if the sale to the Underwriters of the Offered Securities Common Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Selling Stockholders to perform any agreement herein or to comply with any provision hereof, the Company agrees and any defaulting Selling Stockholder, jointly and severally, agree to reimburse the Representative Representatives and the other Underwriters (or such Underwriters as have terminated this Agreement with respect to themselves), ) severally, upon demand for all reasonable out-of-pocket expenses that shall have been reasonably incurred by the Representative Representatives and the Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesCommon Shares, including, including but not limited to, to reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Underwriters pursuant to Section 5, Section 10 or Section 11 (other than pursuant with respect to clauses subsections (iii), (iv) or (iiiv) thereof)) or Section 17, or if the sale to the Underwriters of the Offered Securities Common Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Selling Shareholders to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesCommon Shares, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative pursuant to Section 5, Section 10 9 (only in the case of non-defaulting Underwriters) or Section 11 (other than pursuant to clauses clause (ii) or (iii) thereof), of Section 10 or if the sale to the Underwriters of the Offered Securities Notes on the First Closing Date or any Subsequent Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative Representatives and the other Underwriters (or such Underwriters as have terminated this Agreement with respect to themselvesother than a defaulting Underwriter, if any), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representative Representatives and the Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered Securities, including, but not limited to, reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 5, Section 7, Section 10 or Section 11 (other than pursuant to clauses (ii) or (iii) thereof11(v), or if the sale to the Underwriters of the Offered Securities Common Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Selling Stockholders to perform any agreement herein or to comply with any provision hereof, the Company agrees Selling Stockholders agree, severally and not jointly, to reimburse the Representative Representatives and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered Securitiessuch Selling Stockholder's Common Shares, including, including but not limited to, to reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 5, Section 7, Section 10 or Section 11 (other than pursuant to clauses (ii) or (iii) thereof11(i), or if the sale to the Underwriters of the Offered Securities on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Operating Partnership to perform any agreement herein or to comply with any provision hereof, the Company agrees and the Operating Partnership, jointly and severally, agree to reimburse the Representative Representatives and the other Underwriters (or such Underwriters 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 Representatives and the Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered Securities, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative pursuant to Section 5, Section 7, Section 10 or Section 11 (other than pursuant to clauses (ii) or (iii) thereof)11, or if the sale to the Underwriters of the Offered Securities Common Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company Company, the Adviser or the Administrator to perform any agreement herein or to comply with any provision hereof, each of the Company Company, the Adviser and the Administrator, jointly and severally, agrees to reimburse the Representative and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesCommon Shares, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 5, Section 10 7, Section 10, Section 11 or Section 11 (other than 17 or by the Company pursuant to clauses (ii) or (iii) thereof)Section 7, or if the sale to the Underwriters of the Offered Securities Common Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Selling Stockholders to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative Representatives and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesCommon Shares, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative pursuant Representatives, prior to the First Closing Date as a result of any failure by the Company of any of the conditions set forth in Section 5, Section 10 6 or Section 11 (other than pursuant 12 prior to clauses (ii) or (iii) thereof)the First Closing Date, or if the sale to the Underwriters of the Offered Securities Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative Representatives and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesShares, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 56, Section 10 11 or Section 11 12(i)(a), (other than pursuant to clauses (iiv) or (iii) thereofvi), or if the sale to the Underwriters of the Offered Securities Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Selling Shareholder to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative Representatives and the other Underwriters (or such Underwriters 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 Representatives and the Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesShares and the Share Repurchase, including, but not limited to, reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative pursuant to Section 5, Section 10 or Section 11 (other than pursuant to clauses (ii) or (iii) thereof), or if the sale to the Underwriters of the Offered Securities Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesShares, including, but not limited to, reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative pursuant to Section 5, Section 10 or Section 11 (other than pursuant to clauses (ii) or (iii) thereof), or if the sale to the Underwriters of the Offered Securities on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering and sale of the Offered Securities, including, but not limited to, reasonable FINRA fees and disbursements filing costs of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative pursuant to Section 5Xxxxxxx 0, Section 10 or Section 11 Xxxxxxx 00 xx Xxxxxxx 00 (other than pursuant to clauses x), (iix) or (iii) thereofvi), or if the sale to the Underwriters of the Offered Securities Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative and the other Underwriters (or such Underwriters as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been documented and reasonably incurred by the Representative and the Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesShares, including, but not limited to, reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative pursuant to the last paragraph of Section 5, Section 10 4 or Section 11 (other than pursuant to clauses (ii9(iv) or (iii) thereof)hereof, or if the sale to the Underwriters of the Offered Securities Firm Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, in addition to its obligations under Sections 5 and 7, the Company agrees to reimburse the Representative you and the other Underwriters (or such Underwriters 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 you and the Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesShares (including, without limitation, any Shares not so delivered), including, but not limited towithout limitation, reasonable fees and disbursements of counsel, printing expenses, travel and accommodation expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative NationsBanc Xxxxxxxxxx Securities LLC pursuant to Section 5, Section 10 11 (but only with respect to a termination as a result of a Material Adverse Change relating to the Company) or Section 11 (other than pursuant to clauses (ii) or (iii) thereof)17, or if the sale to the Underwriters of the Offered Securities Common Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative and the other Underwriters (or such Underwriters as have terminated this Agreement with respect to themselves), severally, upon demand for all out-out- of-pocket expenses (the "Reimbursable Expenses") that shall have been reasonably incurred by the Representative and the Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesCommon Shares, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative pursuant to Section 56, Section 10 11 or Section 11 (other than pursuant to clauses (ii) or (iii) thereof)12, or if the sale to the Underwriters of the Offered Securities Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Selling Stockholders to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesShares, including, but not limited to, reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges; provided, however, that any such expenses in this Section 7 in excess of $350,000 shall be borne by the Selling Stockholders, or, to the extent already paid by the Company, shall be reimbursed by the Selling Stockholders to the Company.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative pursuant to Section 56, Section 10 12(i), Section 12(v) or Section 11 (other than pursuant to clauses (ii12(vi) or (iii) thereof)Section 19, or if the sale to the Underwriters of the Offered Securities Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Selling Shareholders to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesShares, including, but not limited to, reasonable fees and disbursements expenses of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 5, Section 10 11(i), Section 11(v), Section 11(vi) or Section 11 (other than pursuant to clauses (ii) or (iii) thereof)17, or if the sale to the Underwriters of the Offered Securities Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company [or the Selling Stockholder] to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative Representatives and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesShares, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 5, Section 7, Section 10 or Section 11 (other than pursuant to clauses (ii) because of the breach or (iii) thereof)default of one or more of the Underwriters, or if the sale to the Underwriters of the Offered Securities Common Shares on the First Closing Date or the Second Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Selling Stockholder to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative Representatives and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesCommon Shares, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 5, Section 10 5 or Section 11 (other than pursuant to clauses (iii), (v) or (iiivi) thereof)of Section 11, or by the Company pursuant to Section 7, or if the sale to the Underwriters of the Offered Securities Common Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative Representatives and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesCommon Shares, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 5‎Section 6, Section 10 12, ‎Section 13 or Section 11 (other than pursuant to clauses (ii) or (iii) thereof)21, or if the sale to the Underwriters of the Offered Securities Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Selling Stockholders to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative Representatives and the other Underwriters (or such Underwriters as have terminated this Agreement with respect to themselves), severally, other than those of a defaulting Underwriter in connection with a termination under Section 13 hereof, upon demand for all documented out-of-pocket expenses that shall have been reasonably incurred by the Representative Representatives and the Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesShares, including, but not limited to, reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives (i) pursuant to Section 56 as a result of the failure of any of the conditions of Section 6 to be satisfied when and as required to be satisfied, Section 10 or Section 11 (other than pursuant to clauses (ii) pursuant to Section 12 prior to the First Closing Date or (iii) thereof), or if the sale to the Underwriters of the Offered Securities Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative Representatives and the other non-defaulting Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesShares, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 5, Section 9, Section 10 or Section 11 (other than pursuant to clauses (ii) or (iii) thereof)16, or if the sale to the Underwriters of the Offered Securities Shares or the Warrant on the First Closing Date or, if any, the Subsequent Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Selling Stockholders to perform any agreement herein or to comply with any provision hereof, the Company agrees and any defaulting Selling Stockholders, pro rata (based on the number of Shares to be sold hereunder), agree to reimburse the Representative Representatives and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesShares, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative pursuant to Section 5, Section 10 5 or Section 11 (other than 11, or by the Company pursuant to clauses (ii) or (iii) thereof)Section 7, or if the sale to the Underwriters of the Offered Securities Units on the First Closing Date or Subsequent Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesUnits, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges; provided, however, that the Company shall only reimburse the Representative (and not any of the other Underwriters) for fees and disbursements of counsel.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 5, Section 10 or Section 11 (other than pursuant to clauses (ii) or (iii) thereof), or if the sale to the Underwriters of the Offered Securities on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereofhereof (other than solely because of the termination of this Agreement pursuant to Section 17, or the occurrence of an event specified in clause (ii), (iii), or (vi) of Section 10), the Company agrees to reimburse the Representative Representatives and the other Underwriters (or such Underwriters as have terminated this Agreement with respect to themselves), severally, upon demand for all reasonable and documented out-of-pocket expenses that shall have been reasonably incurred by the Representative Representatives and the Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered Securities, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative pursuant to Section 56 as a result of the failure of any of the conditions of Section 6, Section 10 other than subsection (i), to be satisfied when and as required to be satisfied, or Section 11 (other than pursuant 12 prior to clauses (ii) or (iii) thereof)the First Closing Date, or if the sale to the Underwriters of the Offered Securities Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Selling Stockholder to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative and the other Underwriters (or such Underwriters as have terminated this Agreement with respect to themselves)Underwriters, severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representative and the Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesShares, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If (a) this Agreement is terminated by the Representative pursuant to Section 5, Section 10 or Section 11 (other than pursuant to clauses (ii) 5 or (iiib) thereof), or if the sale to the Underwriters of the Offered Securities Shares on the First Closing Date (or any Option Closing Date, as the case may be) is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereofhereof (except to the extent due to any material breach by the Underwriters), the Company agrees to reimburse the Representative and the other Underwriters (or such Underwriters 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 Underwriters in connection with the preparation of the Preliminary Prospectus, the Prospectus, the Registration Statement and the Disclosure Package and the proposed purchase and the Offering offering and sale of the Offered SecuritiesShares, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 5, Section 10 5 or Section 11 (other than pursuant but only with respect to clauses (ii) or (iii) thereofa termination as a result of a Material Adverse Change relating to the Company), or if the sale to the Underwriters of the Offered Securities Common Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative Representatives and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesCommon Shares, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 5, Section 10 6 or Section 11 clause (other than pursuant to clauses (iii)(A) or (iii) thereof)of Section 11, or if the sale to the Underwriters of the Offered Securities Notes on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or any Notes Guarantor to perform any agreement herein or to comply with any provision hereof, the Company agrees and the Notes Guarantors, jointly and severally, agree to reimburse the Representative Representatives and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered Securities, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative pursuant to Section 5, Section 10 5 or Section 11 (other than pursuant to clauses (ii) or (iii) thereof)11, or if the sale to the Underwriters of the Offered Securities Shares on the First Closing Date or the relevant Additional Closing Date, as the case may be, is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereofhereof other than by reason of a default by any of the Underwriters, the Company agrees to reimburse the Representative and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesShares, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 56, Section 10 11 or Section 11 (other than pursuant to clauses (ii) or (iii) thereof)12, or if the sale to the Underwriters of the Offered Securities ADSs on the First Closing Date is not consummated because of of, any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative Representatives and the other Underwriters (or such Underwriters as have terminated this Agreement except, in the case of termination pursuant to Section 11, not with respect to themselvesany Underwriter who is a defaulting Underwriter pursuant to Section 11), severally, upon demand demand, for all out-of-pocket and properly documented expenses that shall have been reasonably incurred by the Representative such Representatives and the Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesADSs, including, but not limited to, reasonable including fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative due to a failure of condition pursuant to Section 5, Section 10 or Section 11 6 (other than pursuant to clauses (ii) 6(e)), Section 12 or (iii) thereof)Section 19, or if the sale to the Underwriters of the Offered Securities Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Selling Stockholders to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative and the other Underwriters (or such Underwriters as have terminated this Agreement with respect to themselves), severally, severally upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representative and the Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesShares, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative pursuant to Section 5, Section 10 or Section 11 (other than by virtue of a failure to satisfy the conditions set forth in subsections 5(b)(iv) or 5(e)), Section 10 (other than with respect to expenses incurred by any defaulting Underwriter), Section 11 or pursuant to clauses (ii) or (iii) thereof)Section 18, or if the sale to the Underwriters of the Offered Securities Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Selling Stockholders to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesShares, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative pursuant to Section 56, Section 10 8, Section 11 or Section 11 (other than pursuant to clauses (ii) or (iii) thereof)12, or if the sale to the Underwriters of the Offered Securities Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative and the other Underwriters Underwriters, other than any defaulting Underwriter where the termination is pursuant to Section 11 (or such Underwriters that are not defaulting Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesShares, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative pursuant to Section 56, Section 10 8, Section 11 or Section 11 (other than pursuant to clauses (ii) or (iii) thereof)12 hereof, or if the sale to the Underwriters of the Offered Securities Common Shares on the First 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 of the Selling Stockholders to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative Representatives and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesCommon Shares, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated prior to the First Closing by the Representative Representatives pursuant to Section 55 (except subsections 5(b)(iii) and 5(e), Section 10 or Section 11 (other than pursuant to except as set forth in clauses (i), (ii) or and (iii) thereof)of Section 11 or Section 17, or if the sale to the Underwriters of the Offered Securities Common Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Selling Stockholder to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative Representatives and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesCommon Shares, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative pursuant to Section 56, Section 10 or 10, Section 11 (other than pursuant to clauses (i)(b), (ii) or and (iii) thereof), or Section 18, or if the sale to the Underwriters of the Offered Securities Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Selling Stockholders to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesShares, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 5, Section 7, Section 10 or Section 11 (other than pursuant to clauses (ii) or (iii) thereof11(v), or if the sale to the Underwriters of the Offered Securities Common Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Selling Stockholders to perform any agreement herein or to comply with any provision hereof, the Company agrees Selling Stockholders agree, severally and not jointly, to reimburse the Representative Representatives and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered Securitiessuch Selling Stockholder’s Common Shares, including, including but not limited to, to reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 5, Section 10 6 or Section 11 12 (other than pursuant to clauses (ii) but, for the avoidance of doubt, not if this Agreement is terminated as a result of the default by one or (iii) thereofmore of the Underwriters in its or their respective obligations hereunder), or if the sale to the Underwriters of the Offered Securities Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative Representatives and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesShares, including, but not limited to, reasonable including fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 5Sxxxxxx 0, Section 10 or Section 11 Xxxxxxx 00 xx Xxxxxxx 00 (other than pursuant to clauses x), (iix) or (iii) thereofvi), or if the sale to the Underwriters of the Offered Securities Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative Representatives and the other Underwriters (or such Underwriters as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been documented and reasonably incurred by the Representative Representatives and the Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesShares, including, but not limited to, reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is --------------------------------------- terminated by the Representative Representatives pursuant to Section 56, Section 10 9, Section 11, or Section 11 (other than pursuant to clauses (ii) or (iii) thereof)18, or if the sale to the Underwriters of the Offered Securities Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Selling Stockholders to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative Representatives and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesShares, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone chargescharges provided however, that (i) to the extent such payment is ultimately held to be improper, the persons receiving such payments shall promptly refund them and (ii) such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Underwriters pursuant to Section 5, Section 10 10(ii) or Section 11 (other than pursuant to clauses (ii10(v) or (iii) thereof)hereof, or including if the sale to the Underwriters of the Offered Securities on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereofhereof (except for any such refusal, inability or failure on the part of the Company to the extent that it is directly caused by any action or inaction on the part of the Underwriters), the Company agrees to reimburse the Representative and the other Underwriters (or such Underwriters as have terminated this Agreement with respect to themselves)Underwriters, severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representative and the Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered Securities, including, but not limited towithout limitation, reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 56, Section 10 8, Section 11, Section 12 or Section 11 (other than pursuant to clauses (ii) or (iii) thereof)19, or if the sale to the Underwriters of the Offered Securities Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Selling Shareholders to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative Representatives and the other Underwriters (or such Underwriters as have terminated this Agreement with respect to themselves), severally, upon demand for all reasonably documented out-of-pocket expenses that shall have been actually and reasonably incurred by the Representative Representatives and the Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesShares, including, including but not limited to, to reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 56, Section 10 or 11, Section 11 (other than pursuant to clauses (ii12(i)(a) or (iiiiv) thereof)or Section 20, or if the sale to the Underwriters of the Offered Securities Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Selling Stockholder to perform any agreement herein or to comply with any provision hereof, the Company agrees and the Selling Stockholder, jointly and severally, agree to reimburse the Representative Representatives and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesShares, including, but not limited to, reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 5, Section 10 7, Section 10, Section 11 or Section 11 (other than pursuant to clauses (ii) or (iii) thereof)17, or if the sale to the Underwriters of the Offered Securities Common Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or any Selling Stockholder to perform any agreement herein or to comply with any provision hereof, each of the Company Company, the LLC and ICII agrees to reimburse the Representative Representatives and the other Underwriters (or such Underwriters 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 Underwriters in connection with the proposed purchase and the Offering offering and sale of the Offered SecuritiesCommon Shares, including, including but not limited to, reasonable to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.