Expenses Clause Example with 349 Variations from Business Contracts
This page contains Expenses clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company's counsel and the Company's accountants in connection with the registration and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the preparation... 19 and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws as provided in Section 6(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Shares by the Financial Industry Regulatory Authority (provided that the amount payable by the Company with respect to fees and disbursements of counsel for the Underwriters pursuant to subsections (iii) and (iv) shall not exceed $55,000), (v) all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to listing the Shares on the NYSE, (vi) the cost of printing certificates representing the Shares, if applicable, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and one-half of the cost of any aircraft chartered in connection with the road show (the remaining half of the cost to be paid by the Underwriters), (ix) the document production charges and expenses associated with printing this Agreement and (x) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 9 entitled "Indemnity and Contribution" and the last paragraph of Section 11 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may make.View More
Variations of a "Expenses" Clause from Business Contracts
Expenses. Whether or not the transactions contemplated in by this Agreement are consummated or this Agreement is terminated, the Company agrees Wendy's Parties, jointly and severally, agree, to pay or cause to be paid all expenses reasonable expenses, costs, fees and taxes incident to and in connection with: (a) the performance preparation, printing and distribution of its obligations under this Agreement, including: (i) the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Final Off...ering Memorandum (including, without limitation, financial statements and exhibits and one or more versions of the Preliminary Offering Memorandum and the Final Offering Memorandum, if requested, for distribution in Canada, including in the form of a Canadian "wrapper" (including related reasonable fees and expenses of Canadian counsel to the Initial Purchasers)) and all amendments and supplements thereto (including the fees, disbursements and expenses of the Company's counsel Wendy's Parties' accountants, experts and counsel); (b) the Company's accountants in connection with the registration preparation, printing (including, without limitation, word processing and duplication costs) and delivery of this Agreement, the Shares under Indenture, the Securities Act Offered Notes, the Guarantees and the other Related Documents, all Blue Sky memoranda and all other fees or expenses agreements, memoranda, correspondence and other documents printed and delivered in connection therewith and with the preparation 19 Exempt Resales; (c) the issuance and filing delivery by the Master Issuer of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to Offered Notes and by the Company and amendments and supplements to any Guarantors of the foregoing, including all printing costs associated therewith, Guarantees and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with therewith; (d) the qualification of the Shares Offered Notes for offer and sale under state the securities laws as provided in Section 6(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the or Blue Sky or Legal Investment memorandum, (iv) all filing fees laws of the several states and any foreign jurisdictions as the Representatives may designate (including, without limitation, the reasonable fees and disbursements of the Initial Purchasers' counsel relating to such registration or qualification); (e) the Underwriters furnishing of such copies of the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Final Offering Memorandum, and all amendments and supplements thereto, as may be reasonably requested for use in connection with the Exempt Resales; (f) the preparation of certificates for the Offered Notes (including, without limitation, printing and engraving thereof); (g) the fees and expenses of the accountants and other experts incurred in connection with the review and qualification delivery of the offering of comfort letters and "agreed upon procedures" letters to the Shares by the Financial Industry Regulatory Authority (provided that the amount payable by the Company with respect to fees and disbursements of counsel for the Underwriters Representatives pursuant to subsections (iii) and (iv) shall not exceed $55,000), (v) all fees and expenses in connection with the preparation and filing terms of this Agreement; (h) the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to listing the Shares on the NYSE, (vi) the cost of printing certificates representing the Shares, if applicable, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs reasonable fees, disbursements and expenses of outside legal counsel to the Company relating to investor presentations on any "road show" undertaken in connection with Representatives, the marketing fees of outside accountants, the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination costs of any electronic road show, expenses associated with diligence service, and the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with other third party service provider or advisor retained by the road show presentations Representatives with the prior approval of the Company, travel Master Issuer (not to be unreasonably withheld); (i) the custody of the Offered Notes and lodging the approval of the Offered Notes by DTC for "book-entry" transfer (including 26 reasonable fees and expenses of counsel for the representatives and officers Initial Purchaser); (j) the rating of the Company and any such consultants, and one-half Offered Notes; (k) the obligations of the cost Trustee, the Servicer, any agent of any aircraft chartered the Trustee or the Servicer and the counsel for the Trustee or the Servicer in connection with the road show (the remaining half Indenture, the Offered Notes or the other Related Documents; (l) the performance by the Wendy's Parties of their other obligations under this Agreement and under the other Related Documents which are not otherwise specifically provided for in this Section 6; (m) all travel expenses (including expenses related to chartered aircraft) of the cost to be paid by Representatives and Wendy's Parties' officers and employees and any other expenses of each of the Underwriters), (ix) Representatives, the document production charges Wendy's Parties in connection with attending or hosting meetings with prospective purchasers of the Offered Notes, and expenses associated with printing any "road show" presentation to potential investors (including any electronic "road show" presentations); (n) compliance with Rule 17g-5 under the 1934 Act; and (o) all sales, use and other taxes (other than income taxes) related to the transactions contemplated by this Agreement and (x) all Agreement, the Indenture, the Offered Notes or the other costs Related Documents; provided that the aggregate amount of reasonable legal fees and expenses incident to the performance of the obligations of Initial Purchasers' legal counsel reimbursable by the Company hereunder for which provision is Master Issuer will not otherwise made exceed the amounts set forth in this Section. It is understood, however, that except as provided in this Section, Section 9 entitled "Indemnity (1) the engagement letter between Parent and Contribution" Guggenheim Securities, LLC and (2) the last paragraph of Section 11 below, the Underwriters will pay all of their costs engagement letter between Parent and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may make. Jefferies LLC. View More
Expenses. Whether or not the transactions contemplated in by this Agreement are consummated or this Agreement is terminated, the Company agrees Domino's Parties, jointly and severally, agree, to pay or cause to be paid all expenses reasonable documented out-of-pocket expenses, costs, fees and taxes incident to and in connection with: (a) the performance preparation, printing and distribution of its obligations under this Agreement, including: (i) the Preliminary Offering Memorandum, the Pricing Disclosure... Package and the Final Offering Memorandum (including, without limitation, financial statements and exhibits) and all amendments and supplements thereto (including the fees, disbursements and expenses of the Company's counsel Domino's Parties' accountants, experts and counsel); (b) the Company's accountants in connection with the registration preparation, printing (including, without limitation, word processing and duplication costs) and delivery of this Agreement, the Shares under Indenture, the Securities Act Offered Notes, the Guarantees and the other Related Documents, all Blue Sky memoranda and all other fees or expenses agreements, memoranda, correspondence and other documents printed and delivered in connection therewith and with the preparation 19 Exempt Resales; (c) the issuance and filing delivery by the Co-Issuers of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to Offered Notes and by the Company and amendments and supplements to any Guarantors of the foregoing, including all printing costs associated therewith, Guarantees and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with therewith; (d) the qualification of the Shares Offered Notes for offer and sale under state the securities laws as provided in Section 6(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the or Blue Sky or Legal Investment memorandum, (iv) all filing fees laws of the several states and any foreign jurisdictions as the Representative may designate (including, 27 without limitation, the reasonable fees and disbursements of the Initial Purchasers' counsel relating to such registration or qualification); (e) the Underwriters furnishing of such copies of the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Final Offering Memorandum, and all amendments and supplements thereto, as may be reasonably requested for use in connection with the Exempt Resales; (f) the preparation of certificates for the Offered Notes (including, without limitation, printing and engraving thereof); (g) the fees and expenses of the accountants and other experts incurred in connection with the review and qualification delivery of the offering of comfort letters and "agreed upon procedures" letters to the Shares by the Financial Industry Regulatory Authority (provided that the amount payable by the Company with respect to fees and disbursements of counsel for the Underwriters Representative pursuant to subsections (iii) and (iv) shall not exceed $55,000), (v) all fees and expenses in connection with the preparation and filing terms of this Agreement; (h) the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to listing the Shares on the NYSE, (vi) the cost of printing certificates representing the Shares, if applicable, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs reasonable fees, disbursements and expenses of outside legal counsel to the Company relating to investor presentations on any "road show" undertaken in connection with Representative, the marketing fees of outside accountants, the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination costs of any electronic road show, expenses associated with diligence service, and the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with other third party service provider or advisor retained by the road show presentations Representative with the prior approval of the Company, travel Co-Issuers (not to be unreasonably withheld); (i) the custody of the Offered Notes and lodging the approval of the Offered Notes by DTC for "book-entry" transfer (including fees and expenses of counsel for the representatives and officers Initial Purchasers); (j) the rating of the Company and any such consultants, and one-half Offered Notes; (k) the obligations of the cost Trustee, the Servicer, any agent of any aircraft chartered the Trustee or the Servicer and the counsel for the Trustee or the Servicer in connection with the road show (the remaining half Indenture, the Offered Notes or the other Related Documents; (l) the performance by the Domino's Parties of their other obligations under this Agreement and under the other Related Documents which are not otherwise specifically provided for in this Section 6; (m) all reasonable travel expenses (including expenses related to chartered aircraft) of the cost to be paid by Representative and Domino's Parties' officers and employees and any other expenses of the Underwriters), (ix) Representative and the document production charges Domino's Parties in connection with attending or hosting meetings with prospective purchasers of the Offered Notes, and expenses associated with printing this Agreement any "road show" presentation to potential investors (including any electronic "road show" presentations); (n) compliance with Rule 17g-5 under the 1934 Act; and (x) (o) all sales, use and other costs and expenses incident taxes (other than income taxes) related to the performance of transactions contemplated by this Agreement, the obligations of Indenture, the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 9 entitled "Indemnity and Contribution" and Offered Notes or the last paragraph of Section 11 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may make. other Related Documents. View More
Expenses. Whether The Partnership agrees, whether or not the transactions contemplated in by this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all expenses costs, expenses, fees and taxes incident to and in connection with (a) the performance preparation, printing and filing under the Securities Act of its obligations under the Registration Statement and any amendments and exhibits thereto, the Basic Prospectus, any Preliminary Prospectus, any Is...suer Free Writing Prospectus the Prospectus and any amendment or supplement thereto; (b) the distribution of the Registration Statement as originally filed and each amendment thereto and any post-effective amendments thereof (including, in each case, exhibits), the Basic Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any amendment or supplement to thereto or any document incorporated by reference therein, all as provided in this Agreement; (c) the printing and distribution of this Agreement, including: (i) the fees, disbursements any supplemental agreement among Underwriters and expenses of the Company's counsel and the Company's accountants any other related documents in connection with the registration offering, purchase, sale and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the preparation 19 and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to Units; (d) the transfer and delivery of the Shares to the Underwriters, including agent; (e) any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws as provided in Section 6(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the required review and qualification of the offering of the Shares by the Financial Industry Regulatory Authority (provided that the amount payable by the Company with respect to fees and disbursements of counsel for the Underwriters pursuant to subsections (iii) and (iv) shall not exceed $55,000), (v) all fees and expenses in connection with the preparation and filing Authority, Inc. of the registration statement on Form 8-A relating to terms of sale of the Common Stock and all costs and expenses incident to listing Units; (f) the Shares inclusion of the Units on the NYSE, (vi) New York Stock Exchange; (g) the cost of printing certificates representing the Shares, if applicable, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses qualification of the Company relating to investor presentations on any "road show" undertaken in connection with Units under the marketing securities laws of the offering several jurisdictions as provided in Section 5(i)(g) and the preparation, printing and distribution of the Shares, including, without limitation, expenses associated with the preparation or dissemination of a Blue Sky Memorandum, if any electronic road show, expenses associated with the production of road show slides and graphics, (including related fees and expenses of any consultants engaged counsel to the Underwriters); (h) the transportation and other expenses incurred by or on behalf of the Partnership's representatives in connection with the road show presentations with the prior approval to prospective purchasers of the Company, travel Units; and lodging expenses of the representatives and officers of the Company and any such consultants, and one-half of the cost of any aircraft chartered in connection with the road show (the remaining half of the cost to be paid by the Underwriters), (ix) the document production charges and expenses associated with printing this Agreement and (x) (i) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in Partnership under this Section. It is understood, however, that Agreement; provided that, except as provided in this Section, Section 9 entitled "Indemnity 7 and Contribution" and the last paragraph of in Section 11 below, 12, the Underwriters will shall pay all of their own costs and expenses, including fees the costs and disbursements expenses of their counsel, stock any transfer taxes payable on resale the Units which they may sell and the expenses of advertising any offering of the Shares Units made by them the Underwriters; and any advertising expenses connected with any offers they may make. provided, further, that the Selling Unitholder has agreed to reimburse the costs, expenses, fees and taxes incurred by the Partnership pursuant to clauses (a) through (i) above to the extent required under the terms of the Unitholder Agreement, dated as of March 7, 2014, among the Partnership, the Selling Unitholder and certain other parties. View More
Expenses. Whether The General Partner and the Partnership agree, whether or not the transactions contemplated in by this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all expenses costs, expenses, fees and taxes incident to and in connection with (a) the performance preparation, printing and filing under the Securities Act of its obligations under the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospect...us, any Issuer Free Writing Prospectus and any amendment or supplement thereto; (b) the distribution of the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any amendment or supplement thereto, or any document incorporated by reference therein, all as provided in this Agreement; (c) the production and distribution of this Agreement, including: (i) any supplemental agreement with the fees, disbursements Underwriters, and expenses of the Company's counsel and the Company's accountants any other related documents in connection with the registration offering, purchase, sale and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the preparation 19 and filing of the Registration Statement, Notes; (d) any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws as provided in Section 6(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the required review and qualification of the offering of the Shares by the Financial Industry Regulatory Authority (provided that the amount payable by the Company with respect to fees and disbursements of counsel for the Underwriters pursuant to subsections (iii) and (iv) shall not exceed $55,000), (v) all fees and expenses in connection with the preparation and filing Authority, Inc. ("FINRA") of the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to listing the Shares on the NYSE, (vi) the cost terms of printing certificates representing the Shares, if applicable, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses sale of the Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, Notes (including related fees and expenses of any consultants engaged in connection with counsel to the road show presentations with Underwriters); (e) the prior approval qualification of the Company, travel and lodging expenses Notes under the securities laws of the representatives several jurisdictions as provided in Section 5(a)(x) hereof; and officers of the Company and any such consultants, and one-half of the cost of any aircraft chartered in connection with the road show (the remaining half of the cost to be paid by the Underwriters), (ix) the document production charges and expenses associated with printing this Agreement and (x) all other costs and expenses incident to (f) the performance of the obligations of the Company hereunder for which provision is not otherwise made in General Partner and the Partnership under this Section. It is understood, however, that Agreement; provided that, except as provided in this Section, Section 9 entitled "Indemnity 6 and Contribution" and the last paragraph of in Section 11 below, hereof, the Underwriters will shall pay all of their own costs and expenses, including fees the costs and disbursements expenses of their counsel, stock any transfer taxes payable on resale the Notes which they may sell and the expenses of advertising any offering of the Shares Notes made by them and any advertising expenses connected with any offers they may make. the Underwriters. View More
Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the The Company agrees to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company's counsel and the Company's accountants in connection with the registration and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the prepara...tion 19 and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all following costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws as provided in Section 6(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Shares by the Financial Industry Regulatory Authority (provided that the amount payable by the Company with respect to fees and disbursements of counsel for the Underwriters pursuant to subsections (iii) and (iv) shall not exceed $55,000), (v) all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to listing the Shares on the NYSE, (vi) the cost of printing certificates representing the Shares, if applicable, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and one-half of the cost of any aircraft chartered in connection with the road show (the remaining half of the cost to be paid by the Underwriters), (ix) the document production charges and expenses associated with printing this Agreement and (x) all other costs and expenses incident to the performance by the Company of its obligations hereunder: (i) the preparation, printing or reproduction, and filing with the Commission of the obligations Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, if any, the Prospectus, each Issuer Free Writing Prospectus and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Company hereunder Registration Statement, each Preliminary Prospectus, the Prospectus, each Issuer Free Writing Prospectus, the Incorporated Documents, and all amendments or supplements to any of them, as may be reasonably requested for which provision is not otherwise made use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or other taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Section. It is understood, however, that except Agreement, the preliminary and supplemental blue sky memoranda and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (v) the registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states as provided in this Section, Section 9 entitled "Indemnity and Contribution" and 5(g) hereof (including the last paragraph of Section 11 below, the Underwriters will pay all of their costs and expenses, including fees reasonable fees, expenses and disbursements of their counsel, stock transfer taxes payable counsel for the Underwriters relating to the preparation, printing or reproduction, and delivery of the preliminary and supplemental blue sky memoranda and such registration and qualification); (vi) the filing fees and the fees and expenses of counsel for the Underwriters in connection with any filings required to be made with the Financial Industry Regulatory Authority, Inc.; (vii) the transportation and other expenses incurred by or on resale behalf of Company representatives in connection with presentations to prospective purchasers of the Securities; (viii) the fees and expenses of the Company's accountants and counsel (including local and special counsel) for the Company; and (ix) the fees and expenses of the Trustee in connection with the offering and sale of the Securities. 27 10. Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Shares Securities agreed to be purchased by them such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding five (5) Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Disclosure Package and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any advertising expenses connected with any offers they may make. nondefaulting Underwriter for damages occasioned by its default hereunder. View More
Expenses. Whether or not the transactions contemplated in by this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all expenses expenses, costs, fees and taxes incident to and in connection with: (a) the performance preparation, printing and distribution of its obligations under this Agreement, including: (i) the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum (including, without limitation, financial state...ments and exhibits) and all amendments and supplements thereto (including the fees, disbursements and expenses of the Company's accountants and counsel, but not, however, legal fees and expenses of the Initial Purchasers' counsel incurred in connection therewith); (b) the preparation, printing (including, without limitation, word processing and duplication costs) and delivery of this Agreement, the Company's accountants Indenture, all Blue Sky memoranda and all other agreements, memoranda, correspondence and other documents printed and delivered in connection therewith and with the Exempt Resales (but not, however, legal fees and expenses of the Initial Purchasers' counsel incurred in connection 20 with any of the foregoing other than reasonable fees of such counsel not to exceed $15,000 plus reasonable disbursements incurred in connection with the registration preparation, printing and delivery of such Blue Sky memoranda); (c) the Shares under the Securities Act issuance and all other fees or expenses in connection with the preparation 19 and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to delivery by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, Securities and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with therewith; (d) the qualification of the Shares Securities for offer and sale under state the securities laws as provided in Section 6(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the or Blue Sky or Legal Investment memorandum, (iv) all filing fees laws of the several states and any foreign jurisdictions as the Initial Purchasers may designate (including, without limitation, the reasonable fees and disbursements of the Initial Purchasers' counsel relating to such registration or qualification in an amount not to exceed $15,000); (e) the Underwriters incurred furnishing of such copies of the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum, and all amendments and supplements thereto, as may be reasonably requested for use in connection with the review Exempt Resales; (f) the preparation of certificates for the Securities (including, without limitation, printing and qualification engraving thereof); (g) the approval of the offering Securities by DTC for "book-entry" transfer; (h) the obligations of the Shares by Trustee, any agent of the Financial Industry Regulatory Authority (provided that Trustee and the amount payable by the Company with respect to fees and disbursements of counsel for the Underwriters pursuant to subsections (iii) and (iv) shall not exceed $55,000), (v) all fees and expenses Trustee in connection with the preparation Indenture and filing the Securities; (i) the performance by the Company of its other obligations under this Agreement; and (j) all travel expenses (including expenses related to chartered aircraft) of each Initial Purchaser and the registration statement on Form 8-A relating to the Common Stock Company's officers and all costs employees and expenses incident to listing the Shares on the NYSE, (vi) the cost of printing certificates representing the Shares, if applicable, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and other expenses of each Initial Purchaser and the Company relating to investor presentations on any "road show" undertaken in connection with the marketing attending or hosting meetings with prospective purchasers of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and one-half of the cost of any aircraft chartered in connection with the road show (the remaining half of the cost to be paid by the Underwriters), (ix) the document production charges Securities, and expenses associated with printing this Agreement and (x) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 9 entitled "Indemnity and Contribution" and the last paragraph of Section 11 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may make. electronic road show. View More
Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the The Company agrees to pay or cause to be paid all expenses (a) the costs incident to the performance authorization, issuance, sale and delivery of its obligations the Securities and any taxes payable in that connection; (b) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement and any amendments and exhibits thereto; (c) t...he costs of distributing the Registration Statement as originally filed and each amendment thereto and any post-effective amendments thereto (including, in each case, exhibits), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any amendment or supplement to the Prospectus, all as provided in this Agreement, including: (i) Agreement; (d) the fees, disbursements costs of reproducing and distributing this Agreement; (e) the filing fees incident to securing any required review by the National Association of Securities Dealers, Inc. of the terms of sale of the Securities; (f) the fees and expenses of filings, if any, with foreign securities administrators and of qualifying the Company's counsel and Securities under the Company's accountants securities laws of the several jurisdictions as provided in Section 4(n); (g) the fees paid to rating agencies in connection with the registration and delivery rating of the Shares under the Securities Act Securities; and all other fees or expenses in connection with the preparation 19 and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws as provided in Section 6(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Shares by the Financial Industry Regulatory Authority (provided that the amount payable by the Company with respect to fees and disbursements of counsel for the Underwriters pursuant to subsections (iii) and (iv) shall not exceed $55,000), (v) all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to listing the Shares on the NYSE, (vi) the cost of printing certificates representing the Shares, if applicable, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and one-half of the cost of any aircraft chartered in connection with the road show (the remaining half of the cost to be paid by the Underwriters), (ix) the document production charges and expenses associated with printing this Agreement and (x) (h) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in under this Section. It is understood, however, Agreement; provided that except as provided in this Section, Section 9 entitled "Indemnity 5 and Contribution" and the last paragraph of in Section 11 below, 10, the Underwriters will shall pay all of their own costs and expenses, including fees the costs and disbursements expenses of their counsel, stock any transfer taxes on the Securities which they may sell and the expenses of advertising any offering of the Securities made by the Underwriters, and the Company shall pay the fees and expenses of its counsel and any transfer taxes payable on resale in connection with its sale of any of Securities to the Shares by them and any advertising expenses connected with any offers they may make. Underwriters. View More
Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the The Company agrees to pay or cause to be paid all expenses (a) the costs incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements authorization, issuance, sale and expenses delivery of the Company's counsel Notes and any taxes payable in that connection; (b) the Company's accountants costs incident to the preparation, printing and ...filing under the Securities Act of the Registration Statement and exhibits thereto, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any amendment or supplement thereto; (c) the costs of distributing the Registration Statement as originally filed and each amendment thereto and any post-effective amendments thereof (including, in each case, exhibits), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any amendment or supplement to the Prospectus or any document incorporated by reference therein, all as provided in this Agreement; (d) the costs of producing and distributing this Agreement and any other related documents in connection with the registration offering, purchase, sale and delivery of the Shares Notes; (e) any applicable listing or similar fees; (f) the fees and expenses of Fried, Frank, Harris, Shriver & Jacobson LLP, counsel to the Company, and of PricewaterhouseCoopers LLP; (g) if applicable, the fees and expenses of qualifying the Notes under the Securities Act and all other fees or expenses in connection with the preparation 19 and filing securities laws of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws several jurisdictions as provided in Section 6(g) hereof, including filing fees and 5(k) of this Agreement, including, without limitation, the reasonable and documented fees and disbursements cost of counsel for the Underwriters in connection with such qualification and in connection with the preparing any Blue Sky application or Legal Investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Shares by the Financial Industry Regulatory Authority (provided that the amount payable other document prepared or executed by the Company with respect to fees and disbursements of counsel (or based upon any written information furnished by the Company for use therein) specifically for the Underwriters pursuant to subsections (iii) and (iv) shall not exceed $55,000), (v) purpose of qualifying any or all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to Notes under the Common Stock and all costs and expenses incident to listing the Shares on the NYSE, (vi) the cost of printing certificates representing the Shares, if applicable, (vii) the costs and charges securities laws of any transfer agent, registrar state or depositary, (viii) the costs other jurisdiction (any such application, document or information, a "Blue Sky Application") and expenses of the Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides preparing, printing and graphics, distributing a Blue Sky Memorandum (including related fees and expenses of any consultants engaged in connection with Simpson Thacher & Bartlett LLP, counsel to the road show presentations with Underwriters); (h) the prior approval of the Company, travel and lodging expenses other costs of "road show" meetings with potential investors in the representatives and officers of the Company and any such consultants, and one-half of Notes; (i) the cost of any aircraft chartered in connection with the road show (the remaining half of the cost to be paid by the Underwriters), (ix) the document production charges "road show" presentation materials; and expenses associated with printing this Agreement and (x) (j) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in under this Section. It is understood, however, that Agreement; provided that, except as provided in this Section, Section 9 entitled "Indemnity 8 and Contribution" and the last paragraph of in Section 11 below, 11, the Underwriters will shall pay all of their own costs and expenses, including fees the costs and disbursements expenses of their counsel, stock any transfer taxes payable on resale the Notes which they may sell and the expenses of advertising any offering of the Shares Notes made by them and any advertising expenses connected with any offers they may make. the Underwriters. View More
Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the The Company agrees to pay or cause to be paid all expenses (a) the costs incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements authorization, issuance, sale and expenses delivery of the Company's counsel Notes and any taxes payable in that connection; (b) the Company's accountants costs incident to the preparation, printing and ...filing under the Securities Act of the Registration Statement and exhibits thereto, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any amendment or supplement thereto; (c) the costs of distributing the Registration Statement as originally filed and each amendment thereto and any post‐effective amendments thereof (including, in each case, exhibits), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any amendment or supplement to the Prospectus or any document incorporated by reference therein, all as provided in this Agreement; (d) the costs of producing and distributing this Agreement and any other related documents in connection with the registration offering, purchase, sale and delivery of the Shares Notes; (e) any applicable listing or similar fees; (f) the fees and expenses of Fried, Frank, Harris, Shriver & Jacobson LLP, counsel to the Company, and of PricewaterhouseCoopers LLP; (g) if applicable, the fees and expenses of qualifying the Notes under the Securities Act and all other fees or expenses in connection with the preparation 19 and filing securities laws of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws several jurisdictions as provided in Section 6(g) hereof, including filing fees and 5(j) of this Agreement, including, without limitation, the reasonable and documented fees and disbursements cost of counsel for the Underwriters in connection with such qualification and in connection with the preparing any Blue Sky application or Legal Investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Shares by the Financial Industry Regulatory Authority (provided that the amount payable other document prepared or executed by the Company with respect to fees and disbursements of counsel (or based upon any written information furnished by the Company for use therein) specifically for the Underwriters pursuant to subsections (iii) and (iv) shall not exceed $55,000), (v) purpose of qualifying any or all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to Notes under the Common Stock and all costs and expenses incident to listing the Shares on the NYSE, (vi) the cost of printing certificates representing the Shares, if applicable, (vii) the costs and charges securities laws of any transfer agent, registrar state or depositary, (viii) the costs other jurisdiction (any such application, document or information, a "Blue Sky Application") and expenses of the Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides preparing, printing and graphics, distributing a Blue Sky Memorandum (including related fees and expenses of any consultants engaged in connection with Simpson Thacher & Bartlett LLP, counsel to the road show presentations with Underwriters); (h) the prior approval of the Company, travel and lodging expenses other costs of "road show" meetings with potential investors in the representatives and officers of the Company and any such consultants, and one-half of Notes; (i) the cost of any aircraft chartered in connection with the road show (the remaining half of the cost to be paid by the Underwriters), (ix) the document production charges "road show" presentation materials; and expenses associated with printing this Agreement and (x) (j) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in under this Section. It is understood, however, that Agreement; provided that, except as provided in this Section, Section 9 entitled "Indemnity 8 and Contribution" and the last paragraph of in Section 11 below, 11, the Underwriters will shall pay all of their own costs and expenses, including fees the costs and disbursements expenses of their counsel, stock any transfer taxes payable on resale the Notes which they may sell and the expenses of advertising any offering of the Shares Notes made by them and any advertising expenses connected with any offers they may make. the Underwriters. View More
Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the The Company agrees to pay or cause to be paid all expenses (a) the costs incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements authorization, issuance, sale and expenses delivery of the Company's counsel Notes and any taxes payable in connection therewith; (b) the Company's accountants costs incident to the preparation, printing... and filing under the Securities Act of the Registration Statement and exhibits thereto, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any amendment or supplement thereto; (c) the costs of distributing the Registration Statement as originally filed and each amendment thereto and any post-effective amendments thereof (including, in each case, exhibits), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any amendment or supplement to the Prospectus or any document incorporated by reference therein, all as provided in this Agreement; (d) the costs of producing and distributing this Agreement and any other related documents in connection with the registration offering, purchase, sale and delivery of the Shares Notes; (e) any applicable listing or similar fees; (f) the fees and expenses of Fried, Frank, Harris, Shriver & Jacobson LLP, counsel to the Company, and of PricewaterhouseCoopers LLP; (g) if applicable, the fees and expenses of qualifying the Notes under the Securities Act and all other fees or expenses in connection with the preparation 19 and filing securities laws of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws several jurisdictions as provided in Section 6(g) hereof, including filing fees and 5(j) of this Agreement, including, without limitation, the reasonable and documented fees and disbursements cost of counsel for the Underwriters in connection with such qualification and in connection with the preparing any Blue Sky application or Legal Investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Shares by the Financial Industry Regulatory Authority (provided that the amount payable other document prepared or executed by the Company with respect to fees and disbursements of counsel (or based upon any written information furnished by the Company for use therein) specifically for the Underwriters pursuant to subsections (iii) and (iv) shall not exceed $55,000), (v) purpose of qualifying any or all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to Notes under the Common Stock and all costs and expenses incident to listing the Shares on the NYSE, (vi) the cost of printing certificates representing the Shares, if applicable, (vii) the costs and charges securities laws of any transfer agent, registrar state or depositary, (viii) the costs other jurisdiction (any such application, document or information, a "Blue Sky Application") and expenses of the Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides preparing, printing and graphics, distributing a Blue Sky Memorandum (including related fees and expenses of any consultants engaged in connection with Simpson Thacher & Bartlett LLP, counsel to the road show presentations with Underwriters); (h) the prior approval of the Company, travel and lodging expenses other costs of "road show" meetings with potential investors in the representatives and officers of the Company and any such consultants, and one-half of Notes; (i) the cost of any aircraft chartered in connection with the road show (the remaining half of the cost to be paid by the Underwriters), (ix) the document production charges "road show" presentation materials; and expenses associated with printing this Agreement and (x) (j) all other costs and expenses incident to the performance of 16 the obligations of the Company hereunder for which provision is not otherwise made in under this Section. It is understood, however, that Agreement; provided that, except as provided in this Section, Section 9 entitled "Indemnity 8 and Contribution" and the last paragraph of in Section 11 below, 11, the Underwriters will shall pay all of their own costs and expenses, including fees the costs and disbursements expenses of their counsel, stock any transfer taxes payable on resale the Notes which they may sell and the expenses of advertising any offering of the Shares Notes made by them and any advertising expenses connected with any offers they may make. the Underwriters. View More
