Costs and Expenses Clause Example from Business Contracts

Costs and Expenses. (a) The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses; the cost of printing and delivering to, or as reasonably requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, Statutory Prospectus, th...e Issuer Free Writing Prospectuses, the Prospectus, this Agreement and the Indenture; the filing fees of the Commission; the filing fees and expenses (including reasonable legal fees and disbursements) incident to securing any required review by FINRA of the terms of the sale of the Notes; any fees payable to rating agencies in connection with the rating of the Notes; the reasonable expenses, including the reasonable fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Notes under State securities or "Blue Sky" laws and the preparation, printing and distribution of a "Blue Sky" memorandum and any supplements or amendments thereto; and the fees and expenses of the Trustee, including reasonable fees and expenses of counsel for the Trustee. 13 (b) The Company shall not be required to pay for any of the Underwriters' expenses (other than those related to qualification under FINRA regulations and state securities or "Blue Sky" laws) except that, if this Agreement shall not be consummated because this Agreement is terminated by the Representatives pursuant to Section 7, unless the failure to satisfy the applicable conditions thereof is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters that have not defaulted under Section 9 for reasonable out-of-pocket expenses, including reasonable fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Notes. View More