Expenses Clause Example from Business Contracts

Expenses. Whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid the following: (1) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the preparation, printing and filing of the Registration Statement and each amendment thereto (in each case including exhibits) and any costs associated with electronic delivery of the foregoing; (2) the preparation, printing and deliver...y to the Underwriters of copies of each preliminary prospectus, any Permitted Free Writing Prospectus and the Prospectus, or any amendment or supplement thereto and any costs associated with electronic delivery of any of the foregoing; (2) the printing and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of any Blue Sky memoranda, any Canadian "wrapper", this Agreement and the Indenture and all amendments or supplements to any of them as may be reasonably requested for use in connection with the offering and sale of the Securities; (3) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws or Blue Sky laws, including reasonable attorneys' fees and out-of-pocket expenses of the counsel for the Underwriters in connection therewith; (4) the filing fees and reasonable attorneys' fees incident to securing any required review by FINRA of the fairness of the terms of the sale of the Securities; (5) the cost of issuing and delivering the Securities, including printing costs; (6) the costs and charges of the Trustee, any other trustee, transfer agent or registrar; (7) the cost of all transfer taxes, if any, imposed in connection with the issuance and delivery of the Securities to the respective Underwriters; and (8) the transportation, lodging, graphics and other expenses incidental to the Company's preparation for and participation in any "roadshow" for the offering contemplated hereby. Except as provided in this Section 7 and in Section 8 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel. View More