Common use of Reimbursement of Underwriters’ Expenses Clause in Contracts

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities for delivery to the Underwriters for any reason permitted under this Agreement or (b) the Underwriters shall decline to purchase the Securities for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 9), the Company shall reimburse the Underwriters for the reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the Securities, and upon demand the Company shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 8 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Stock for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or (b) inability on the Underwriters shall decline part of the Company to purchase perform any agreement on its part to be performed, or because any other condition of the Securities for any reason permitted under this Agreement (including Underwriters' obligations hereunder required to be fulfilled by the termination of this Agreement pursuant to Section 9)Company is not fulfilled, the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Stock for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or (b) inability on the Underwriters shall decline part of the Company to purchase perform any agreement on its part to be performed, or because any other condition of the Securities for any reason permitted under this Agreement (including Underwriters' obligations hereunder required to be fulfilled by the termination of this Agreement pursuant to Section 9)Company is not fulfilled, the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (ai) the Company Trust Depositor shall fail to tender the Securities Notes for delivery to the Underwriters for any reason permitted under this Agreement or (bii) the Underwriters shall decline to purchase the Securities Notes for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 9)Agreement, the Company Trust Depositor shall reimburse the Underwriters for the reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesNotes, and upon demand the Company Trust Depositor shall pay the full amount thereof to the RepresentativesRepresentative. If this Agreement is terminated pursuant to Section 8 by reason of the default of one or more Underwriters, the Company Trust Depositor shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Stock for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or (b) inability on the Underwriters shall decline part of the Company to purchase perform any agreement on its part to be performed, or because any other condition of the Securities for any reason permitted under this Agreement (including Underwriters’ obligations hereunder required to be fulfilled by the termination of this Agreement pursuant to Section 9)Company is not fulfilled, the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Stock for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or (b) inability on the Underwriters shall decline part of the Company to purchase perform any agreement on its part to be performed, or because any other condition of the Securities for any reason permitted under this Agreement (including Underwriters' obligations hereunder required to be fulfilled by the termination of this Agreement pursuant to Section 9)Company is not fulfilled, the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company shall pay the full amount thereof to the RepresentativesRepresentative(s). If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Shares for delivery to the Underwriters for any reason permitted under this Agreement or (b) the Underwriters shall decline to purchase the Securities Shares because any condition to the Underwriters’ obligations hereunder required to be fulfilled by the Company or any of its subsidiaries is not fulfilled for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 9)reason, the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesShares, and upon demand the Company shall pay the full amount thereof to the RepresentativesRepresentative. If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed, or because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company (bincluding, without limitation, with respect to the transactions) the Underwriters shall decline to purchase the Securities for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 9)is not fulfilled, the Company shall will reimburse the Underwriters for the reasonable fees and expenses of their counsel and for such other all out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the Securities, and upon demand the Company shall pay the full amount thereof to the RepresentativesRepresentative(s). If this Agreement is terminated pursuant to Section 8 10 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Stock for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or (b) inability on the Underwriters shall decline part of the Company to purchase perform any agreement on its part to be performed, or because any other condition of the Securities for any reason permitted under this Agreement (including Underwriters' obligations hereunder required to be fulfilled by the termination of this Agreement pursuant to Section 9)Company is not fulfilled, the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 8 10 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company REIT shall fail to tender the Securities Shares for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or (b) inability on the Underwriters shall decline part of the Company to purchase perform any agreement on their part to be performed, or because any other condition to the Securities for any reason permitted under this Agreement (including Underwriters’ obligations hereunder required to be fulfilled by the termination of this Agreement pursuant to Section 9)Company is not fulfilled, the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesShares, and upon demand the Company shall pay the full amount thereof to the RepresentativesRepresentative. If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities for delivery to the Underwriters for any reason permitted under this Agreement or (b) the Underwriters shall decline to purchase the Securities for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 9)Agreement, the Company shall reimburse the Underwriters for the reasonable fees and expenses of their counsel and for such other out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by them the Underwriters in connection with this Agreement and the proposed purchase public offering and sale of the Securities, and upon demand the Company shall pay the full amount thereof to the RepresentativesUnderwriters. If this Agreement is terminated pursuant to Section 8 7 by reason of the default of one or more of the Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those such expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Shares for delivery to the Underwriters for any reason permitted under this Agreement or (b) the Underwriters shall decline to purchase the Securities Shares for any reason permitted under this Agreement (including other than as a result of any of the termination of this Agreement pursuant to events set forth in Section 97(m)), the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including reasonable fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesShares, and upon demand the Company shall pay the full amount thereof to the RepresentativesRepresentative (subject to the limitations set forth in Section 6 hereof). If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company or the Notes Guarantor shall fail to tender the Securities for delivery to the Underwriters for any reason permitted under this Agreement or (b) the Underwriters shall decline to purchase the Securities for any reason permitted under this Agreement (including the termination of this Agreement other than pursuant to Section 9), the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the Securities, and upon demand the Company shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Stock for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or (b) inability on the Underwriters shall decline part of the Company to purchase perform any agreement on its part to be performed, or because any other condition of the Securities for any reason permitted under this Agreement (including Underwriters’ obligations hereunder required to be fulfilled by the termination of this Agreement pursuant to Section 9)Company is not fulfilled, the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including reasonable fees and disbursements of counsel for the Underwriters) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 8 10 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail fails to tender the Securities Notes for delivery to the Underwriters as set forth in this Agreement, or (b) the Underwriters terminate this Agreement pursuant to Section 10 or decline to purchase the Notes for any reason permitted under this Agreement or (b) the Underwriters shall decline to purchase the Securities for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 9)Agreement, the Company shall reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel for the Underwriters) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesNotes, and upon demand the Company shall pay the full amount thereof to the RepresentativesUnderwriters. If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Notes for delivery to the Underwriters for any reason permitted under this Agreement Agreement, or (b) the Underwriters shall decline to purchase the Securities Notes for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 910), the Company shall reimburse the Underwriters for the reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesNotes, and upon demand the Company shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Stock for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or (b) inability on the Underwriters shall decline part of the Company to purchase perform any agreement on its part to be performed, or because any other condition of the Securities for any reason permitted under this Agreement (including Underwriters' obligations hereunder required to be fulfilled by the termination of this Agreement pursuant to Section 9)Company is not fulfilled, the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company shall pay the full amount thereof to the RepresentativesRepresentative(s). If this Agreement is terminated pursuant to Section 8 10 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Notes for delivery to the Underwriters for any reason permitted under this Agreement other than a breach by the Underwriters of their representations herein or obligations hereunder or (b) the Underwriters shall decline to purchase the Securities Notes for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 97 but excluding the failure of any of the conditions herein to be satisfied as a result of a breach by the Underwriters of their representations herein), the Company shall reimburse the Underwriters for the reasonable fees and expenses of their its counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesNotes, and upon demand demand, the Company shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 8 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Shares for delivery to the Underwriters by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed, or because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Transaction Entities is not fulfilled for any reason permitted under this Agreement or (b) the Underwriters shall decline to purchase the Securities for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 9)reason, the Company shall Transaction Entities will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including reasonable fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesShares, and upon demand demand, the Company shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed, or because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company (bincluding, without limitation, with respect to the transactions) the Underwriters shall decline to purchase the Securities for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 9)is not fulfilled, the Company shall will reimburse the Underwriters for the reasonable fees and expenses of their counsel and for such other all out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the Securities, and upon demand the Company shall pay the full amount thereof to the RepresentativesRepresentative(s). If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Preferred Stock for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed, or because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company (bincluding, without limitation, with respect to the transactions) the Underwriters shall decline to purchase the Securities for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 9)is not fulfilled, the Company shall will reimburse the Underwriters for the reasonable fees and expenses of their counsel and for such other all out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesPreferred Stock, and upon demand the Company shall pay the full amount thereof to the RepresentativesRepresentative(s). If this Agreement is terminated pursuant to Section 8 10 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company Selling Shareholder shall fail to tender the Securities Stock for delivery to the Underwriters for any reason permitted under this Agreement Agreement, or (b) the Underwriters shall decline to purchase the Securities Stock for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 912), the Company and the Selling Shareholder shall reimburse the Underwriters for the reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company and the Selling Shareholder shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 8 11 by reason of the default of one or more Underwriters, neither the Company nor the Selling Shareholder shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Shares for delivery to the Underwriters for any reason permitted under this Agreement or (b) the Underwriters shall decline to purchase the Securities Shares for any reason permitted under this Agreement (including other than as a result of any of the termination of this Agreement pursuant to events set forth in Section 97(m)), the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including reasonable fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesShares, and upon demand the Company shall pay the full amount thereof to the RepresentativesRepresentative (in each case, subject to the limitations set forth in Section 6 hereof). If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Shares for delivery to the Underwriters for any reason permitted under this Agreement or (b) the Underwriters shall decline to purchase the Securities Shares because any condition to the Underwriters’ obligations hereunder required to be fulfilled by the Company or any of its subsidiaries is not fulfilled for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 9)reason, the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesShares, and upon demand the Company shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company or any Selling Stockholder shall fail to tender the Securities Stock for delivery to the Underwriters for any reason permitted under this Agreement or (b) the Underwriters shall decline to purchase the Securities Stock for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 9)Agreement, the Company shall and the Selling Stockholders will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel for the Underwriters) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company and the Selling Stockholders shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 8 11 by reason of the default of one or more Underwriters, neither the Company nor any Selling Stockholder shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the sale of Notes provided for herein is not consummated because of any refusal, inability or failure on the part of the Company shall fail to tender perform any agreement herein or comply with any provision hereof other than by reason of a default by the Securities for delivery to the Underwriters for any reason permitted under this Agreement or (b) the Underwriters shall decline to purchase the Securities for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 9)Underwriters, the Company and the Guarantors shall reimburse the Underwriters for the reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesNotes, and upon demand the Company and the Guarantors shall pay the full amount thereof to the RepresentativesUnderwriters. If this Agreement is terminated pursuant by any party hereto for any other reason, notwithstanding anything in this Agreement to Section 8 by reason of the default of one or more Underwriterscontrary, the Company shall not be obligated required to reimburse the Underwriters for, or otherwise be responsible for, any defaulting Underwriter on account fees or expenses of those expensesthe Underwriters, including fees and expenses of the Underwriters’ counsel.

Reimbursement of Underwriters’ Expenses. If (a) the Company --------------------------------------- shall fail to tender the Securities Stock for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or (b) inability on the Underwriters shall decline part of the Company to purchase perform any agreement on its part to be performed, or because any other condition of the Securities for any reason permitted under this Agreement (including Under writers' obligations hereunder required to be fulfilled by the termination of this Agreement pursuant to Section 9)Company is not fulfilled, the Company shall will reimburse the Underwriters Under writers for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Notes for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or (b) inability on the Underwriters shall decline part of the Company to purchase perform any agreement on its part to be performed, or because any other condition of the Securities for any reason permitted under this Agreement (including Underwriters' obligations hereunder required to be fulfilled by the termination of this Agreement pursuant to Section 9)Company is not fulfilled, the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other documented out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesNotes, and upon demand the Company shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 8 10 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Shares for delivery to the Underwriters for any reason permitted under this Agreement or (b) the Underwriters shall decline to purchase the Securities Shares for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 9)Agreement, the Company shall reimburse the Underwriters for the reasonable fees and expenses of their counsel and for such other out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by them the Underwriters in connection with this Agreement and the proposed purchase public offering and sale of the SecuritiesShares, and upon demand the Company shall pay the full amount thereof to the RepresentativesUnderwriters. If this Agreement is terminated pursuant to Section 8 7 by reason of the default of one or more of the Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those such expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed, or because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company (bincluding, without limitation, with respect to the transactions) the Underwriters shall decline to purchase the Securities for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 9)is not fulfilled, the Company shall will reimburse the Underwriters for the reasonable fees and expenses of their counsel and for such other all out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the Securities, and upon demand the Company shall pay the full amount thereof to the RepresentativesRepresentative. If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Stock for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or (b) inability on the Underwriters shall decline part of the Company to purchase perform any agreement on its part to be performed, or because any other condition of the Securities for any reason permitted under this Agreement (including Underwriters' obligations hereunder required to be fulfilled by the termination of this Agreement pursuant to Section 9)Company is not fulfilled, the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 8 12 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Stock for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or (b) inability on the Underwriters shall decline part of the Company to purchase perform any agreement on its part to be performed, or because any other condition of the Securities for any reason permitted under this Agreement (including Underwriters' obligations hereunder required to be fulfilled by the termination of this Agreement pursuant to Section 9)Company is not fulfilled, the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company shall pay the full amount thereof to the RepresentativesRepresentative. If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed, or because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company (bincluding, without limitation, with respect to the transactions) the Underwriters shall decline to purchase the Securities for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 9)is not fulfilled, the Company shall will reimburse the Underwriters for the reasonable fees and expenses of their counsel and for such other all out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the Securities, and upon demand the Company shall pay the full amount thereof to the RepresentativesRepresentative(s). If this Agreement is terminated pursuant to Section 8 11 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities for delivery to the Underwriters for any reason permitted under this Agreement is terminated pursuant to Section 12, which allows termination by the Representatives in certain circumstances if one or more of the Selling Stockholders default, or (b) the Underwriters shall decline to purchase the Securities Stock for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 9)Agreement, the Company and the Selling Stockholders shall reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel for the Underwriters) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company and the Selling Stockholders shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 8 11 by reason of the default of one or more Underwriters, neither the Company nor any Selling Stockholder shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities for delivery to the Underwriters by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed, or because any other condition of the obligations hereunder required to be fulfilled by the Company is not fulfilled for any reason permitted under this Agreement or (b) the Underwriters shall decline to purchase the Securities for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 9)reason, the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including the reasonable fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the Securities, and upon demand the Company shall pay the full amount thereof to the RepresentativesUnderwriters. If this Agreement is terminated pursuant to Section 8 10 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company or the Trust shall fail to tender the Securities for delivery to the Underwriters for any reason permitted under this Agreement Agreement, or (b) the Underwriters shall decline to purchase the Capital Securities for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 9), 10) the Company and the Trust shall reimburse the Underwriters for the reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the Capital Securities, and upon demand the Company and the Trust shall pay the full amount thereof to the RepresentativesRepresentative. If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, neither the Company nor the Trust shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall Selling Shareholders fail to tender the Securities Shares for delivery to the Underwriters for any reason permitted under this Agreement reason, or (b) the Underwriters shall decline to purchase the Securities Shares for any reason permitted under this Agreement (including except the termination occurrence of this Agreement pursuant to an event described in Section 99(m), the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel for the Underwriters) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesShares, and upon demand the Company shall pay the full amount thereof to the RepresentativesRepresentative. If this Agreement is terminated pursuant to Section 8 11 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Designated Securities for delivery to the Underwriters for any reason permitted under this Agreement other than a breach by the Underwriters of their representations herein or obligations hereunder or (b) the Underwriters shall decline to purchase the Designated Securities for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 98 but excluding the failure of any of the conditions herein to be satisfied as a result of a breach by the Underwriters of their representations herein), the Company shall reimburse the Underwriters for the reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the Designated Securities, and upon demand demand, the Company shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 8 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail any Selling Stockholder fails to tender the Securities Stock for delivery to the Underwriters as set forth in this Agreement, or (b) the Underwriters terminate this Agreement pursuant to Section 12 or decline to purchase the Stock for any reason permitted under this Agreement or (b) the Underwriters shall decline to purchase the Securities for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 9)Agreement, the Company and the Selling Stockholders shall reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel for the Underwriters) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company shall pay the full amount thereof to the RepresentativesUnderwriters. If this Agreement is terminated pursuant to Section 8 11 by reason of the default of one or more Underwriters, neither the Company nor any Selling Stockholder shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Stock for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or (b) inability on the Underwriters shall decline part of the Company to purchase perform any agreement on its part to be performed, or because any other condition of the Securities for any reason permitted under this Agreement (including Underwriters' obligations hereunder required to be fulfilled by the termination of this Agreement pursuant to Section 9)Company is not fulfilled, the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company shall pay the full amount thereof to the RepresentativesRepresentative. If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) this Agreement shall have been terminated pursuant to Section 8 or 10, (b) the Company shall fail to tender the Securities Stock for delivery to the Underwriters for any reason permitted under this Agreement Agreement, or (bc) the Underwriters shall decline to purchase the Securities Stock for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 9)Agreement, the Company shall reimburse the Underwriters for the reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company shall pay the full amount thereof to the RepresentativesRepresentative. If this Agreement is terminated pursuant to Section 8 10 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Stock for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or (b) inability on the Underwriters shall decline part of the Company to purchase perform any agreement on its part to be performed, or because any other condition of the Securities for any reason permitted under this Agreement (including Underwriters' obligations hereunder required to be fulfilled by the termination of this Agreement pursuant to Section 9)Company is not fulfilled, the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesStock and, and upon demand demand, the Company shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to --------------------------------------- tender the Securities Stock for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or (b) inability on the Underwriters shall decline part of the Company to purchase perform any agreement on its part to be performed, or because any other condition of the Securities for any reason permitted under this Agreement (including Underwriters' obligations hereunder required to be fulfilled by the termination of this Agreement pursuant to Section 9)Company is not fulfilled, the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company shall pay the full amount thereof to the RepresentativesRepresentative(s). If this Agreement is terminated pursuant to Section 8 10 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company REIT shall fail to tender the Securities Shares for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or (b) inability on the Underwriters shall decline part of the Company to purchase perform any agreement on their part to be performed, or because any other condition to the Securities for any reason permitted under this Agreement (including Underwriters' obligations hereunder required to be fulfilled by the termination of this Agreement pursuant to Section 9)Company is not fulfilled, the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesShares, and upon demand the Company shall pay the full amount thereof to the RepresentativesRepresentative. If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Shares for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or (b) inability on the Underwriters shall decline part of the Company to purchase perform any agreement on its part to be performed, or because any other condition of the Securities for any reason permitted under this Agreement (including Underwriters' obligations hereunder required to be fulfilled by the termination of this Agreement pursuant to Section 9)Company is not fulfilled, the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesShares, and upon demand the Company shall pay the full amount thereof to the RepresentativesUnderwriters. If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities for delivery to the Underwriters for any reason permitted under this Agreement or (b) the b)the Underwriters shall decline to purchase the Securities for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 9), the Company shall reimburse the Underwriters for the reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the Securities, and upon demand the Company shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 8 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Shares for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or (b) inability on the Underwriters shall decline part of the Company to purchase perform any agreement on its part to be performed, or because any other condition of the Securities for any reason permitted under this Agreement (including Underwriters' obligations hereunder required to be fulfilled by the termination of this Agreement pursuant to Section 9)Company is not fulfilled, the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesShares, and upon demand (accompanied by reasonable documentation of such expenses) the Company shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Stock for delivery to the Underwriters for Underwriter by reason of any reason permitted under this Agreement failure, refusal or (b) inability on the Underwriters shall decline part of the Company to purchase perform any agreement on its part to be performed, or because any other condition of the Securities for any reason permitted under this Agreement (including Underwriter's obligations hereunder required to be fulfilled by the termination of this Agreement pursuant to Section 9)Company is not fulfilled, the Company shall will reimburse the Underwriters Underwriter for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel) incurred by them the Underwriter in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company shall pay the full amount thereof to the RepresentativesUnderwriter. If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwritersthe Underwriter, the Company shall not be obligated to reimburse any defaulting the Underwriter on account of those the Underwriter's expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Shares for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or (b) inability on the Underwriters shall decline part of the Company to purchase perform any agreement to be performed by it, or because any other condition of the Securities for any reason permitted under this Agreement (including Underwriters' obligations hereunder required to be fulfilled by the termination of this Agreement pursuant to Section 9)Company is not fulfilled, the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesShares, and upon demand the Company shall collectively pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Shares for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or (b) inability on the Underwriters shall decline part of the Company to purchase perform any agreement on its part to be performed, or because any other condition of the Securities for any reason permitted under this Agreement (including Underwriters' obligations hereunder required to be fulfilled by the termination of this Agreement pursuant to Section 9)Company is not fulfilled, the Company shall Company, will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesShares, and upon demand the Company shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Stock for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or (b) inability on the Underwriters shall decline part of the Company to purchase perform any agreement on its part to be performed, or because any other condition of the Securities for any reason permitted under this Agreement (including Underwriters' obligations hereunder required to be fulfilled by the termination of this Agreement pursuant to Section 9)Company is not fulfilled, the Company shall and Parent will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company and Parent shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, neither the Company nor Parent shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) this Agreement shall have been terminated pursuant to Sections 8 or 10, (b) the Company shall fail to tender the Securities Stock for delivery to the Underwriters for any reason permitted under this Agreement Agreement, or (bc) the Underwriters shall decline to purchase the Securities Stock for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 9), the Company shall reimburse the Underwriters for the reasonable fees and expenses of their counsel and for such other out-out- of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company shall pay the full amount thereof to the RepresentativesXX Xxxxx. If Notwithstanding any provision contained herein to the contrary, if this Agreement is terminated pursuant to Section 8 10 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company or any Selling Stockholder shall fail to tender the Securities Stock for delivery to the Underwriters for any reason permitted under this Agreement reason, or (b) the Underwriters shall decline to purchase the Securities Stock for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 9)Agreement, the Company shall and the Selling Stockholders will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other documented out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel for the Underwriters) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company and the Selling Stockholders shall pay the full amount thereof to the RepresentativesRepresentative. If this Agreement is terminated pursuant to Section 8 11 by reason of the default of one or more Underwriters, neither the Company nor any Selling Stockholder shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender issue the Securities for delivery appropriate aggregate principal amount of Notes to the Underwriters for any reason permitted under this Agreement or (b) the Underwriters shall decline to purchase the Securities Notes for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 9), the Company shall reimburse the Underwriters for the reasonable fees and expenses of their counsel counsels and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesNotes, and upon demand the Company shall pay the full amount thereof to the RepresentativesRepresentative. If Notwithstanding the previous sentence, if this Agreement is terminated pursuant to Section 8 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company any Selling Stockholder shall fail to tender the Securities Stock for delivery to the Underwriters for any reason permitted under this Agreement reason, or (b) the Underwriters shall decline to purchase the Securities Stock for any reason permitted under this Agreement (including the termination of this Agreement other than pursuant to Section 911), the Company shall and such Selling Stockholder will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including the reasonable fees and disbursements of counsel for the Underwriters) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company and such Selling Stockholder shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 8 11 by reason of the default of one or more Underwriters, neither the Company nor any Selling Stockholder shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) this Agreement shall have been terminated pursuant to Section 8 or 10, (b) the Company shall fail to tender the Securities Stock for delivery to the Underwriters for any reason not permitted under this Agreement Agreement, or (bc) the Underwriters shall decline to purchase the Securities Stock for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 9)Agreement, the Company shall reimburse the Underwriters for all of the reasonable fees and expenses of their counsel and for all such other out-of-pocket accountable expenses as shall have been reasonably actually incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company shall pay the full amount thereof to the RepresentativesPunk Zxxxxx. If this Agreement is terminated pursuant to Section 8 10 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Offered Shares for delivery to the Underwriters for any reason permitted under this Agreement reason, or (b) the Underwriters shall decline to purchase the Securities Offered Shares for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 9)Agreement, the Company shall and the Parent will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel for the Underwriters) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesOffered Shares, and upon demand the Company and the Parent shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 8 7(o) (other than Section 7(o)(ii)) or Section 9 by reason of the default of one or more Underwriters, the Company and the Parent shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Shares for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or (b) inability on the Underwriters shall decline part of the Company to purchase perform any agreement on its part to be performed, or because any other condition of the Securities for any reason permitted under this Agreement (including Underwriters' obligations hereunder required to be fulfilled by the termination of this Agreement pursuant to Section 9)Company is not fulfilled, the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesShares, and upon demand the Company shall pay the full amount thereof to the RepresentativesRepresentative(s). If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Stock for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or (b) inability on the Underwriters shall decline part of the Company to purchase perform any agreement on its part to be performed, or because any other condition of the Securities for any reason permitted under this Agreement (including Underwriters' obligations hereunder required to be fulfilled by the termination of this Agreement pursuant to Section 9)Company is not fulfilled, the Company shall will reimburse the U.S. Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company shall pay the full amount thereof to the RepresentativesRepresentative(s). If this Agreement is terminated pursuant to Section 8 11 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Stock for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or (b) inability on the Underwriters shall decline part of the Company to purchase perform any agreement on its part to be performed, or because any other condition of the Securities for any reason permitted under this Agreement (including Underwriters' obligations hereunder required to be fulfilled by the termination of this Agreement pursuant to Section 9)Company is not fulfilled, the Company shall will reimburse the U.S. Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Stock for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed, or (b) because any other condition of the Underwriters shall decline Underwriters' obligations hereunder required to purchase be fulfilled by the Securities for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 9)Company is not fulfilled, the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Shares for delivery to the Underwriters unless for any reason permitted under this Agreement or (b) the Underwriters shall decline to purchase the Securities Shares for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 910), the Company shall reimburse the Underwriters for the reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesShares, and upon demand the Company shall pay the full amount thereof to the RepresentativesUnderwriters. If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those these expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to --------------------------------------- tender the Securities Stock for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or (b) inability on the Underwriters shall decline part of the Company to purchase perform any agreement on its part to be performed, or because any other condition of the Securities for any reason permitted under this Agreement (including Underwriters' obligations hereunder required to be fulfilled by the termination of this Agreement pursuant to Section 9)Company is not fulfilled, the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company shall pay the full amount thereof to the RepresentativesRepresentative(s). If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Stock for delivery to the Underwriters unless for any reason permitted under this Agreement or (b) the Underwriters shall decline to purchase the Securities Stock for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 910), the Company shall reimburse the Underwriters for the reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company shall pay the full amount thereof to the RepresentativesUnderwriters. If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those these expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities for delivery to the Underwriters for any reason permitted under this Agreement or the Terms Agreement or (b) the Underwriters shall decline to purchase the Securities for any reason permitted under this Agreement or the Terms Agreement (including the termination of this the Terms Agreement pursuant to Section 9), the Company shall reimburse the Underwriters for the reasonable fees and expenses of their counsel and for such other out-of-of- pocket expenses as shall have been reasonably incurred by them in connection with this the Terms Agreement and the proposed purchase of the Securities, and upon demand the Company shall pay the full amount thereof to the Representatives. If this the Terms Agreement is terminated pursuant to Section 8 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Offered Shares for delivery to the Underwriters for any reason permitted under this Agreement reason, or (b) the Underwriters shall decline to purchase the Securities Offered Shares for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 9)Agreement, the Company shall and the Parent will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel for the Underwriters) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesOffered Shares, and upon demand the Company and the Parent shall pay the full amount thereof to the RepresentativesRepresentative. If this Agreement is terminated pursuant to Section 8 7(o) (other than Section 7(o)(ii)) or Section 9 by reason of the default of one or more Underwriters, the Company and the Parent shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Stock for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or (b) inability on the Underwriters shall decline part of the Company to purchase perform any agreement on its part to be performed, or because any other condition of the Securities for any reason permitted under this Agreement (including Underwriters’ obligations hereunder required to be fulfilled by the termination of this Agreement pursuant to Section 9)Company is not fulfilled, the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of one counsel, in addition to local counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Stock for delivery to the Underwriters for any reason permitted under this Agreement reason, or (b) the Underwriters shall decline to purchase the Securities Stock for any reason permitted under this Agreement (including the termination of this Agreement pursuant to other than as provided by Section 97(l)(i)(A), (ii), (iii) or (iv)), the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel for the Underwriters) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or (b) inability on the Underwriters shall decline part of the Company to purchase perform any agreement on its part to be performed, or because any other condition of the Securities for any reason permitted under this Agreement (including Underwriters’ obligations hereunder required to be fulfilled by the termination of this Agreement pursuant to Section 9)Company is not fulfilled, the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the Securities, and upon demand the Company shall pay the full amount thereof to the RepresentativesRepresentative. If this Agreement is terminated pursuant to Section 8 10 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company Trust shall fail to tender the Capital Securities for delivery to the Underwriters for any reason permitted under this Agreement Agreement, or (b) the Underwriters shall decline to purchase the Capital Securities for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 910), the Company shall reimburse the Underwriters for the reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the Capital Securities, and upon demand the Company shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) either the Company or the Selling Shareholder shall fail to deposit the Shares pursuant to the terms of the Deposit Agreement and tender the Securities ADSs for delivery to the Underwriters for any reason permitted under this Agreement or (b) if the Underwriters shall decline to purchase the Securities ADSs for any reason permitted under this Agreement (including other than the termination of this Agreement pursuant to Section 99(m) or 11), the Company shall reimburse the Underwriters for the reasonable fees and expenses of their counsel and for such other reasonable out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesADSs, and upon demand the Company shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 8 11 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Offered Securities for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or (b) inability on the Underwriters shall decline part of the Company to purchase perform any agreement on its part to be performed, or because any other condition of the Securities for any reason permitted under this Agreement (including Underwriters' obligations hereunder required to be fulfilled by the termination of this Agreement pursuant to Section 9)Company is not fulfilled, the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the Offered Securities, and upon demand the Company shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Notes for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or (b) inability on the Underwriters shall decline part of the Company to purchase perform any material agreement on its part to be performed, or because any other material condition of the Securities for any reason permitted under this Agreement (including Underwriters' obligations hereunder required to be fulfilled by the termination of this Agreement pursuant to Section 9)Company is not fulfilled, the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been (including fees and disbursements of counsel) reasonably incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesNotes in excess of $250,000, and upon demand the Company shall pay the full amount thereof to the Representatives; provided, however, that in no event shall such amount exceed $100,000. If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Notes for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or (b) inability on the Underwriters shall decline part of the Company to purchase perform any agreement on its part to be performed, or because any other condition of the Securities for any reason permitted under this Agreement (including Underwriters’ obligations hereunder required to be fulfilled by the termination of this Agreement pursuant to Section 9)Company is not fulfilled, the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesNotes, and upon demand the Company shall pay the full amount thereof to the RepresentativesRepresentative. If this Agreement is terminated pursuant to Section 8 11 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender issue the Securities Stock for delivery to the Underwriters for any reason permitted under this Agreement reason, or (b) the Underwriters shall decline to purchase the Securities Stock for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Agreement, other than as set forth in Section 98(l)(i)(A), 8(l)(ii) or 8(l)(iii) the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel for the Underwriters) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company shall pay the full amount thereof to the Representatives, subject to the delivery to the Company of reasonable documentation thereof. If this Agreement is terminated pursuant to Section 8 10 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company Fund shall fail to tender the Securities Shares for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or (b) inability on the Underwriters shall decline part of the Fund to purchase perform any agreement on its part to be performed, or because any other condition of the Securities for any reason permitted under this Agreement (including Underwriters' obligations hereunder required to be fulfilled by the termination of this Agreement pursuant to Section 9)Fund is not fulfilled, the Company shall Fund will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesShares, and upon demand the Company Fund shall pay the full amount thereof to the RepresentativesRepresentative. If this Agreement is terminated pursuant to Section 8 10 by reason of the default of one or more Underwriters, the Company Fund shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Offered Securities for delivery to the Underwriters for any reason permitted under this Agreement the Terms Agreement, or (b) the Underwriters shall decline to purchase the Offered Securities for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 9)Terms Agreement, the Company shall reimburse the Underwriters for the reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this the Terms Agreement and the proposed purchase of the Offered Securities, and upon demand the Company shall pay the full amount thereof to the Representatives. If this the Terms Agreement is terminated pursuant to Section 8 6 hereof by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Stock for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or (b) inability on the Underwriters shall decline part of the Company to purchase perform any agreement on its part to be performed, or because any other condition of the Securities for any reason permitted under this Agreement (including Underwriters' obligations hereunder required to be fulfilled by the termination of this Agreement pursuant to Section 9)Company is not fulfilled, the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company shall pay the full amount thereof to the RepresentativesRepresentative(s). If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Debt Securities for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or (b) inability on the Underwriters shall decline part of the Company to purchase perform any agreement on its part to be performed, or because any other condition of the Securities for any reason permitted under this Agreement (including obligations hereunder required to be fulfilled by the termination of this Agreement pursuant to Section 9)Company is not fulfilled, the Company shall will reimburse the Underwriters for the reasonable all expenses (including fees and expenses disbursements of their counsel and for such other out-of-pocket expenses as shall have been reasonably counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the Debt Securities, and upon demand the Company shall pay the full amount thereof to the RepresentativesUnderwriters. If this Agreement is terminated pursuant to Section 8 by reason of the default of one or more Underwriters9 hereof, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those such defaulting Underwriter's expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or (b) inability on the Underwriters shall decline part of the Company to purchase perform any agreement on its part to be performed, or because any other condition of the Securities for any reason permitted under this Agreement (including Underwriters' obligations hereunder required to be fulfilled by the termination of this Agreement pursuant to Section 9)Company is not fulfilled, the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the Securities, and upon demand the Company shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Stock for delivery to the Underwriters for any reason permitted under this Agreement Agreement, or (b) the Underwriters shall decline to purchase the Securities Stock for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 912), the Company and Deluxe shall reimburse the Underwriters for the reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company and Deluxe shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 8 11 by reason of the default of one or more Underwriters, neither the Company nor Deluxe shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company or any Selling Shareholder shall fail to tender the Securities Shares for delivery to the Underwriters for any reason permitted under this Agreement reason, or (b) the Underwriters shall decline to purchase the Securities Shares for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 9)Agreement, the Company shall and the Selling Shareholders will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel for the Underwriters) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesShares, and upon demand the Company and the Selling Shareholders shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 8 ‎11 by reason of the default of one or more Underwriters, neither the Company nor any Selling Shareholder shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Stock for delivery to the Underwriters for any reason permitted under this Agreement or (b) the Underwriters shall decline to purchase the Securities Stock for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 9other than Sections 7(l)(i), (iii) or (iv)), the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel for the Underwriters) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Preferred Stock for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or (b) inability on the Underwriters shall decline part of the Company to purchase perform any agreement on its part to be performed, or because any other condition of the Securities for any reason permitted under this Agreement (including Underwriters' obligations hereunder required to be fulfilled by the termination of this Agreement pursuant to Section 9)Company is not fulfilled, the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including reasonable fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesPreferred Stock, and upon demand the Company shall pay the full amount thereof to the RepresentativesRepresentative. If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Notes for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or (b) inability on the Underwriters shall decline part of the Company to purchase perform any agreement on its part to be performed, or because any other condition of the Securities for any reason permitted under this Agreement (including Underwriters' obligations hereunder required to be fulfilled by the termination of this Agreement pursuant to Section 9)Company is not fulfilled, the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel to the Underwriters) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesNotes, and upon demand the Company shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Shares for delivery to the Underwriters for any reason permitted under this Agreement Agreement, or (b) the Underwriters shall decline to purchase the Securities Shares for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 911), the Company shall reimburse the Underwriters for the reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesShares, and upon demand the Company shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 8 11 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Notes for delivery to the Underwriters unless for any reason permitted under this Agreement or (b) the Underwriters shall decline to purchase the Securities Notes for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 910), the Company shall reimburse the Underwriters for the reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesNotes, and upon demand the Company shall pay the full amount thereof to the RepresentativesUnderwriters. If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those these expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Stock for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or (b) inability on the Underwriters shall decline part of the Company to purchase perform any agreement on its part to be performed, or because any other condition of the Securities for any reason permitted under this Agreement (including Underwriters’ obligations hereunder required to be fulfilled by the termination of this Agreement pursuant to Section 9)Company is not fulfilled, the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company shall pay the full amount thereof to the RepresentativesRepresentative. If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) this Agreement shall have been terminated pursuant to Section 8 or 10, (b) the Company shall fail to tender the Securities Stock for delivery to the Underwriters for any reason not permitted under this Agreement Agreement, or (bc) the Underwriters shall decline to purchase the Securities Stock for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 9)Agreement, the Company shall reimburse the Underwriters for the reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company shall pay the full amount thereof to the RepresentativesCSFB and XX Xxxxx. If this Agreement is terminated pursuant to Section 8 10 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Firm Shares for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or (b) inability on the Underwriters shall decline part of the Company to purchase perform any agreement on its part to be performed, or because any other condition of the Securities for any reason permitted under this Agreement (including Underwriters' obligations hereunder required to be fulfilled by the termination of this Agreement pursuant to Section 9)Company is not fulfilled, the Company shall will reimburse the Underwriters each Underwriter for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel) incurred by them such Underwriter in connection with this Agreement and the proposed purchase of the SecuritiesFirm Shares, and upon demand the Company shall pay the full amount thereof to the RepresentativesRepresentative. If this Agreement is terminated pursuant to Section 8 10 by reason of the default of one or more Underwritersan Underwriter, the Company shall not be obligated to reimburse any such defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Stock for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or (b) inability on the Underwriters shall decline part of the Company to purchase perform any agreement on its part to be performed, or because any other condition of the Securities for any reason permitted under this Agreement (including Underwriters' obligations hereunder required to be fulfilled by the termination of this Agreement pursuant to Section 9)Company is not fulfilled, the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including reasonable fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) this Agreement shall have been terminated pursuant to Section 8 or 10, (b) the Company shall fail to tender the Securities Stock for delivery to the Underwriters for any reason not permitted under this Agreement Agreement, or (bc) the Underwriters shall decline to purchase the Securities Stock for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 9)Agreement, the Company shall reimburse the Underwriters for the reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company shall pay the full amount thereof to the RepresentativesXX Xxxxx. If this Agreement is terminated pursuant to Section 8 10 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Stock for delivery to the Underwriters for any reason permitted under this Agreement (other than the reasons set forth in clauses (i)(A), (ii), (iii) or (iv) of Section 7(m)), or (b) the Underwriters shall decline to purchase the Securities Stock for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 9)Agreement, the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel for the Underwriters) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Stock for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or (b) inability on the Underwriters shall decline part of the Company to purchase perform any agreement on its part to be performed, or because any other condition of the Securities for any reason permitted under this Agreement (including Underwriters' obligations hereunder required to be fulfilled by the termination of this Agreement pursuant to Section 9)Company is not fulfilled, the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company shall pay the full amount thereof to the RepresentativesRepresentative(s). If this Agreement is terminated pursuant to Section 8 SECTION 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Shares for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or (b) inability on the Underwriters shall decline part of the Company to purchase perform any agreement on its part to be performed, or because any other condition of the Securities for any reason permitted under this Agreement (including Underwriters' obligations hereunder required to be fulfilled by the termination of this Agreement pursuant to Section 9)Company is not fulfilled, the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including reasonable fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesShares, and upon demand the Company shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities for delivery to the Underwriters for any reason permitted under this Agreement or (b) the Underwriters shall decline to purchase the Securities for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 910), the Company shall reimburse the Underwriters for the reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the Securities, and upon demand the Company shall pay the full amount thereof to the RepresentativesUnderwriters. If this Agreement is terminated pursuant to Section 8 9 or otherwise by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Stock for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or (b) inability on the Underwriters shall decline part of the Company to purchase perform any agreement on its part to be performed, or because any other condition of the Securities for any reason permitted under this Agreement (including Underwriters’ obligations hereunder required to be fulfilled by the termination of this Agreement pursuant to Section 9)Company is not fulfilled, the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company shall pay the full amount thereof to the RepresentativesRepresentative(s). If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities Common Shares for delivery to the Underwriters for any reason permitted under this Agreement other than a breach by the Underwriters of their representations herein or obligations hereunder or (b) the Underwriters shall decline to purchase the Securities Common Shares for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 98 but excluding the failure of any of the conditions herein to be satisfied as a result of a breach by the Underwriters of their representations herein), the Company shall reimburse the Underwriters for the reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesCommon Shares, and upon demand demand, the Company shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 8 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company Sellers shall fail to tender the Securities Stock for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or (b) inability on the Underwriters shall decline part of any Seller to purchase perform any agreement on its part to be performed, or because any other condition of the Securities for Underwriters’ obligations hereunder required to be fulfilled by any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 9)Seller is not fulfilled, the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 8 11 by reason of the default of one or more Underwriters, neither the Company nor the Selling Stockholder shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities for delivery to the Underwriters for by reason of any reason permitted under this Agreement failure, refusal or (b) inability on the Underwriters shall decline part of the Company to purchase perform any agreement on its part to be performed, or because any other condition of the Securities for any reason permitted under this Agreement (including Underwriters' obligations hereunder required to be fulfilled by the termination of this Agreement pursuant to Section 9)Company is not fulfilled, the Company shall will reimburse the Underwriters for the all reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably (including fees and disbursements of counsel) incurred by them the Underwriters in connection with this Agreement and the proposed purchase of the Securities, and upon demand the Company shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 8 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.