Payment of Expenses Clause Example from Business Contracts

Payment of Expenses. The Company and the Guarantor covenant and agree, jointly and severally, with the several Underwriters that the Company or the Guarantor will pay, or cause to be paid, the following: (i) the fees, disbursements and expenses of the Company's and the Guarantor's counsels and accountants in connection with the issue of the Securities and the Guarantees and all other expenses in connection with the preparation, printing and filing under the Securities Act of the Registration Statement, the Prelimina...ry Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof, including the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the costs of reproducing and distributing each of the Transaction Documents, any Blue Sky Memorandum, closing documents (including any compilations thereof), and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 4(g) hereof, including the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky and legal investment surveys; (iv) any fees charged by securities rating services for rating the Securities; (v) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and the Guarantee to the Underwriters and any taxes payable in that connection; (vi) the fees and expenses of the Trustee, any agent of the Trustee or any paying agent and the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities; (vii) 50% of all roadshow aircraft expenses, and all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 6; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; and (ix) all expenses and application fees related to the listing of the Securities on the Exchange. It is understood, however, that, except as provided in this Section 6, and Sections 8 and 11 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities or Guarantees by them, and any advertising expenses connected with any offers they may make. View More