system: You are a contract-analysis assistant performing a span-extraction task. You are given an excerpt from a commercial contract and the name of a clause type to locate within it.

Return the exact text of the requested clause, copied verbatim from the excerpt — identical wording and punctuation, with no paraphrasing, summarising, explanation, or added commentary.

The excerpt is one window of a much longer contract and often will not contain the requested clause. If the requested clause does not appear in this excerpt, respond with exactly: Not found.

Output only the extracted clause text, or the exact string `Not found.` — nothing else.

user: Contract excerpt:
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shall be reimbursed for all reasonable legal fees and out-of-pocket expenses for rendering financial advice to the Association concerning the structure of the Conversion, preparing a market and financial analysis, performing due diligence and assisting in the preparation of the Application for Conversion and the Registration Statement, which shall be paid upon such termination, abandonment or amendment or within five days of such event. If all conditions precedent to the consummation of the Conversion, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue or have issued the Shares sold in the Subscription and Public Offerings and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan, provided, however, that no certificates shall be released for such shares until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of Capital Resources and its counsel. The release of Shares against payment therefor shall be made on a date and at a time and place acceptable to the Company, the Association and Capital Resources. The date upon which the Company shall release or deliver the Shares sold in the Subscription and Public Offerings, in accordance with the terms hereof, is herein called the "Closing Date." Capital Resources shall receive the following compensation for its services hereunder: (a) (i) a marketing fee in the amount of (x) two percent (2.0%) of the aggregate dollar amount of all Shares sold in the Subscription and Public Offerings, excluding sales made through broker assisted purchases or by other NASD member firms participating in the Subscription and Public Offerings pursuant to the Selected Dealers' Agreement, if any (for which Capital Resources' compensation shall be pursuant to sub-paragraph (ii)) and excluding shares sold to the Association's Employee Stock Ownership Plan, directors, officers or employees and any member of such person's immediate family (defined to include children, spouse, parents, grandparents and grandchildren); (ii) a management fee in the amount of one percent and one-half (1.5%) of the aggregate dollar amount of Shares sold through broker assisted purchases or through selected dealers, if any. (b) Capital Resources shall be reimbursed for all reasonable out-of-pocket expenses, including, but not limited to, legal fees, travel, communications and postage, incurred by it whether or not the Conversion is successfully completed as set forth in Section 7 hereof. Capital Resources shall be reimbursed promptly for all out-of-pocket expenses upon receipt by the Company or the Association of a monthly itemized bill summarizing such expenses since the date of the last bill, if any, to the date -3- of the current bill. In the event other broker-dealers are assembled and managed by Capital Resources under a selling syndicate to participate in the Public Offering pursuant to the Selected Dealers' Agreement or participate in the Public Offering as assisting brokers, the Company and the Association will be directly responsible for the payment of selected dealers' commissions to such participating firms or assisting brokers' commissions up to a maximum of four percent (4%) and four percent (4%), respectively, of the amount of stock sold by such firms. Capital Resources' fees are limited to those stated in subparagraph (a) above and all other brokers will be paid fees based upon the capacity in which they are acting in the particular stock sale. All subscription funds received by Capital Resources (and if by check shall be made payable to the Company) or by other NASD registered broker-dealers soliciting subscriptions (if any) shall be transmitted (either by U.S. Mail or similar type of transmittal) to the Company by noon of the following business day. SECTION 3. Offering Prospectus; Subscription and Public Offerings. The Shares are to be initially offered in the Subscription and Public Offerings at the Purchase Price as set forth on the cover page of the Offering Prospectus. SECTION 4. Representations and Warranties. The Company and the Association jointly and severally represent and warrant to Capital Resources as follows: (a) The Registration Statement was declared effective by the Commission on __________, 1996. At the time the Registration Statement, including the Offering Prospectus contained therein (including any amendment or supplement thereto), became effective, the Registration Statement complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Registration Statement, including the Offering Prospectus contained therein (including any amendment or supplement thereto), any Blue Sky Application
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Extract the exact clause related to "Parties" from the excerpt above.