Common use of Fees, Costs, etc Clause in Contracts

Fees, Costs, etc. The Company covenants and agrees with each Agent that, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants and all other expenses in connection with the preparation and printing of the Registration Statement, the Prospectus, any Pricing Supplement or any Issuer Free Writing Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to such Agent; (ii) the cost of preparation and printing of this Agreement, the Indenture, any blue sky or “legal investment” memoranda and any other documents in connection with the offering, purchase, sale and delivery of the Notes; (iii) all expenses in connection with the qualification of the Notes for offering and sale under state securities laws as provided in Section 4(l) hereof, including the fees and disbursements of Counsel for the Agents in connection with such qualification and in connection with any blue sky and “legal investment” memoranda; (iv) any fees charged by securities rating services for rating the Notes; (v) any filing fees incident to any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Notes; (vi) the cost of preparing the Notes; (vii) the fees and expenses of the Trustee and the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Notes; (viii) the fees and disbursements of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, as Counsel for the Agents, or other counsel reasonably satisfactory to both the Agents and the Company; (ix) all advertising expenses in connection with the offering of the Notes incurred with the consent of the Company; and (x) all other reasonable costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section.

Fees, Costs, etc. The Company covenants and agrees with each Agent that, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants and all other expenses in connection with the preparation and printing of the Registration Statement, the Prospectus, any Pricing Supplement or any Issuer Free Writing Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to such Agent; (ii) the cost of preparation and printing of this Agreement, the Indenture, any blue sky or “legal investment” memoranda survey and any other documents in connection with the offering, purchase, sale and delivery of the Notes; (iii) all expenses in connection with the qualification of the Notes for offering and sale under state securities laws as provided in Section 4(l) hereof, including the fees and disbursements of Counsel for the Agents in connection with such qualification and in connection with any blue sky and “legal investment” memoranda; (iv) any fees charged by securities rating services for rating the Notes; (v) any filing fees incident to any required review by the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority of the terms of the sale of the Notes; (vi) the cost of preparing the Notes; (vii) the fees and expenses of the Trustee and the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Notes; (viii) the fees and disbursements of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, as Counsel for the Agents, or other counsel reasonably satisfactory to both the Agents and the Company; (viii) the fees and expenses of the Trustee and the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Notes; (ix) all advertising expenses in connection with the offering of the Notes incurred with the consent of the Company; and (x) all other reasonable costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this SectionSection 5. Notwithstanding the foregoing, in connection with any sale of Notes to any Agent as Principal pursuant to any Terms Agreement, the fees and disbursements of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, as Counsel for the Agents, or other counsel reasonably satisfactory to both the Agents and the Company, will be paid by the Agents party to the applicable Terms Agreement.

Fees, Costs, etc. The Company covenants and agrees with each Agent that, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants and all other expenses in connection with the preparation and printing of the Registration Statement, the Prospectus, any Pricing Supplement or any Issuer Free Writing Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to such Agent; (ii) the cost of preparation and printing of this Agreement, the Indenture, any blue sky or “legal investment” memoranda survey and any other documents in connection with the offering, purchase, sale and delivery of the Notes; (iii) all expenses in connection with the qualification of the Notes for offering and sale under state securities laws as provided in Section 4(l) hereof, including the fees and disbursements of Counsel for the Agents in connection with such qualification and in connection with any blue sky and “legal investment” memoranda; (iv) any fees charged by securities rating services for rating the Notes; (v) any filing fees incident to any required review by the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority of the terms of the sale of the Notes; (vi) the cost of preparing the Notes; (vii) the fees and expenses of the Trustee and the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Notes; (viii) the fees and disbursements of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, as Counsel for the Agents, or other counsel reasonably satisfactory to both the Agents and the Company; (ix) all advertising expenses in connection with the offering of the Notes incurred with the consent of the Company; and (x) all other reasonable costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this SectionSection 5.

Fees, Costs, etc. The Company covenants and agrees with each Agent that, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s 's counsel and accountants and all other expenses in connection with the preparation and printing of the Registration Statement, the Prospectus, any Pricing Supplement or any Issuer Free Writing Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to such Agent; (ii) the cost of preparation and printing of this Agreement, the Indenture, any blue sky or “legal investment” memoranda Blue Sky and Legal Investment Memoranda and any other documents in connection with the offering, purchase, sale and delivery of the Notes; (iii) all expenses in connection with the qualification of the Notes for offering and sale under state securities laws as provided in Section 4(l4(m) hereof, including the fees and disbursements of Counsel counsel for the Agents in connection with such qualification and in connection with any blue sky Blue Sky and “legal investment” Legal Investment memoranda; (iv) any fees charged by securities rating services for rating the Notes; (v) any filing fees incident to any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Notes; (vi) the cost of preparing the Notes; (vii) the fees and expenses of the Trustee and the fees and disbursements of counsel for the Trustee in connection with the any Indenture and the Notes; (viii) the fees and disbursements of Xxxxxx Xxxxxxxx Cleary, Gottlieb, Xxxxx & Xxxxxxxx LLPXxxxxxxx, as Counsel counsel for the Agents, or other counsel reasonably satisfactory to both the Agents and the Company; (ix) all advertising expenses in connection with the offering of the Notes incurred with the consent of the Company; and (x) all other reasonable costs and expenses incident to the performance of the Company’s 's obligations hereunder which are not otherwise specifically provided for in this Section.