Expenses of Offering. The Company shall be responsible for, and shall bear all expenses directly incurred in connection with, the proposed Offering including, but not limited to, (i) legal fees of the Company's counsel relating to the costs of preparing the Offering Documents and all amendments, supplements and exhibits thereto and preparing and delivering all placement agent and selling documents, including, but not limited to, the Agency Agreement with the Placement Agent and the blue sky memorandum; Note and Warrant certificates; (ii) blue sky fees, filing fees and the fees (up to $2,500) and disbursements of Placement Agent's counsel in connection with blue sky matters (the "Company Expenses"). Such expenses shall not include the cost of the Placement Agent's mailing, telephone, telegraph, travel, due diligence meetings, or other similar expenses (the "Placement Agent expenses") which are reimbursable by the Company up to $25,000 (exclusive of fees and expenses of counsel to the Placement Agent which are also reimbursable by the Company). If the Company decides not to proceed with the Offering for any reason (other than Placement Agent's failure to close on the Offering in the time frame set forth in Paragraph 1 of the letter of intent dated March 15, 1999 between the parties (the "LOI")), or if the Placement Agent decides not to proceed with the Offering because of a material breach by the Company of its representations, warranties, or covenants in this Agreement or in the LOI or as a result of material adverse changes in the affairs of the Company, or failure to meet the General Conditions set forth in Paragraph 9 of the LOI, the Company will be obligated to pay the Placement Agent liquidated damages of $120,000, to reimburse the Placement Agent for its time, work and expenses up to the sum of $25,000 and to issue the Placement Agent Agent's Warrants to purchase 12,500,000 shares of Common Stock. If the Placement Agent decides not to proceed with the Offering other than for the reasons set forth above, the Company's obligation to reimburse the Placement Agent shall be limited to $25,000. The Placement Agent shall have no liability to the Company for any reason should the Placement Agent choose not to proceed with the Offering contemplated hereby.
Expenses of Offering. The Bank shall use its best efforts to assure that expenses incurred by it in connection with the Offering shall be reasonable.
Expenses of Offering. The Company shall be responsible for and shall bear all expenses directly and necessarily incurred by it in connection with the Offering, including, but not limited to, the following: filing fees, registrar and transfer agent fees, investigatory fees (including, but not limited to travel, lodging and entertainment expenses), issuer's counsel and accounting fees, blue sky fees and counsel, if any, and issue and transfer taxes, if any. In the event the Closing does not occur during the Term, the Company shall reimburse the Placement Agent for its reasonable out-of-pocket expenses incurred in connection with the Offering.
Expenses of Offering. Whether or not the transactions herein contemplated shall be completed, all costs and expenses of and incidental to the sale of the Common Shares to the Subscribers and all other matters in connection with the transactions herein set out shall be borne by the Company, whether before or after Closing, including without limitation, all costs and expenses in connection with the preparation and issue of the certificates for the securities to be offered hereunder, the fees and disbursements of the Company’s counsel, all local counsel and the expenses of the Purchasers in connection with the Offering including without limitation the reasonable fees and expenses of the Purchasers’ counsel, and the Purchasers out-of-pocket expenses, collectively to a maximum of $25,000. Any expenses in excess of this maximum shall be subject to pre-approval by the Company, action reasonably.
Expenses of Offering. 15 22. Amendment or Termination of the Plan........................... 15 23. Miscellaneous.................................................. 15
Expenses of Offering. The Company will pay, whether or not the transactions contemplated by the Transaction Agreements are consummated, all costs and expenses incident to the Transaction Agreements, including all expenses incident to the authorization of the Securities, their issue and delivery to the Escrow Agent, any original issue taxes in connection therewith, all transfer taxes, if any, incident to the initial sale of the Securities, the fees and expenses of Agent's and the Company's counsel (except as provided below) and accountants, and the cost of reproduction and furnishing to Agent copies of the Offering Documents as herein provided, PROVIDED HOWEVER, that the Company shall not be responsible for the payment of fees and expenses incurred by Agent's counsel, if Agent is unable to procure Purchaser Signature Pages to the Transaction Agreements from a Purchaser that the Company was willing to accept.
Expenses of Offering. The Company shall be responsible for, and shall bear all expenses directly incurred in connection with, the proposed offering including, but not limited to legal fees of the Company's counsel relating to the costs of preparing the Registration Statement and all amendments, supplements and exhibits thereto and preparing and delivering all Underwriter and selling documents, Common Stock certificates (the "Company Expenses"). In addition, the Company shall reimburse the Underwriter for all of its out-of-pocket expenses incurred in connection with the Offering, including, without limitation the Underwriter's NASD filing fees, mailing, printing, copying, telephone, travel, background searches, due diligence investigations, legal and consulting fees or other similar expenses (the "Underwriter expenses") up to $25,000.
Expenses of Offering. The Company shall be responsible for, and shall bear all expenses directly incurred in connection with, the proposed Offering including, but not limited to, the preparation of the Private Placement Memorandum, due diligence, costs and counsel fees for “Blue Sky” filings under state securities laws, the fees and reimbursements of counsel and the accountants for the Company, the reasonable fees and reimbursements of counsel for the Placement Agent (which, at a minimum, will be paid at each Closing from the proceeds thereof), the cost of printing the Private Placement Memorandum, fees of the Company’s bank escrow agent, and all such other expenses directly attributable to the Offering. The Company shall also reimburse the Placement Agent for out-of-pocket marketing and/or broker-dealer due diligence expenses, including, for example, telephone charges, copy charges, air travel (full-fare coach rates), hotel (Hilton/Marriott level), and other standard expenses; provided, however, that these expenses must have a verbal pre-approval from the Company if an individual expense is expected to exceed $1,000. Expenses are due and payable within 15 days after submission of receipts to the Company.
Expenses of Offering. The Company shall be responsible for and shall bear all Company Expenses (as defined below). For the purposes of this Agreement, the “Company Expenses” shall include: the costs of preparing and duplicating the Offering Documents and all exhibits thereto; the costs of preparing, printing and filing with the Securities and Exchange Commission (“SEC”) any registration statement described in the Subscription Agreement, if any (a “Registration Statement”) and any amendments, post-effective amendments and supplements thereto; preparing, duplicating and delivering exhibits thereto and copies of the preliminary, final and supplemental prospectus; preparing, duplicating and delivering (including by facsimile) all selling documents, including but not limited to the Offering Documents, this Agreement, blue sky memoranda and stock certificates; blue sky fees and other filing fees in connection with blue sky matters; legal expenses of the Company; and fees and disbursements of the transfer agent for the Common Stock (collectively, the “Company Expenses”). In addition, if the Offering is not completed for any reason, then the Company shall be responsible for and shall reimburse Paramount for all reasonable, documented out-of-pocket costs incurred in connection with the preparation of the Offering Documents (including, without limitation, attorney’s fees, expenses and disbursements); provided, however, that the Company shall not reimburse Paramount an amount greater than the Expense Allowance.
Expenses of Offering. The Company shall be responsible for, and shall bear all reasonable expenses directly and necessarily incurred in connection with the proposed financing, including, but not limited to, the costs of preparing, printing and filing the Offering and Ancillary Documents to be used in connection with the Offering contemplated hereby and all amendments and supplements thereto; preparing, printing and delivering exhibits to the Offering and Ancillary Documents; preparing, printing and delivering all Placement Agent and selling documents, including, but not limited to, this Agreement and the blue sky memorandum, the Share certificates, blue sky fees, filing fees and the fees and disbursements of the Placement Agent's counsel and the other fees and expenses set forth above. As promptly as practicable after the final Closing date, the Company shall prepare, at its own expense, hard cover "bound volumes" relating to the Offering and will distribute such volumes to the individuals agreed to the Company and the Placement Agent.
