Expenses Clause Example from Business Contracts

Expenses. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all expenses, costs, fees and taxes incident to and in connection with: (a) the preparation, printing, filing and distribution of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package and the Prospectus (including, without limitation, financial statements) and all amendmen...ts 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 Underwriters' counsel incurred in connection therewith); (b) the preparation, printing (including, without limitation, word processing and duplication costs) and delivery of this Agreement, the Indenture, all Blue Sky memoranda and all other agreements, memoranda, correspondence and other documents printed and delivered in connection therewith; (c) the issuance and delivery by the Company of the Notes and any taxes payable in connection therewith; (d) the qualification of the Notes for offer and sale under the securities laws of the several states and any foreign jurisdictions as the Underwriters may designate (including, without limitation, the reasonable fees and disbursements of the Underwriters' counsel relating to such registration or qualification not to exceed $10,000 in the aggregate); (e) the preparation of certificates for the Notes (including, without limitation, printing and engraving thereof); (f) the approval of the Notes by DTC for "book-entry" transfer; (g) the rating of the Notes; (h) the obligations of the Trustee, any agent of the Trustee and the counsel for the Trustee in connection with the Indenture and the Notes; (i) the performance by the Company of its other obligations under this Agreement; and (j) all travel expenses of each Underwriter and the Company's officers and employees and any other expenses of each Underwriter and the Company in connection with attending or hosting meetings with prospective purchasers of the Notes and expenses associated with any electronic road show (it being understood that a chartered aircraft will not be used for such purpose). Except as provided in this Section 6, Section 8 and Section 11, the Underwriters shall pay their own costs and expenses, including the fees and disbursements of their counsel. View More