This excerpt taken from the HPQ 8-K filed May 28, 2009.
Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
(l) The Company has given the Representatives notice of any filings made pursuant to the Exchange Act within 48 hours prior to the Execution Time; the Company will give the Representatives notice of its intention to make any such filing from the Execution Time to the Closing Date and will furnish the Representative(s) with copies of any such documents a reasonable amount of time prior to such proposed filing.
(B) The several Underwriters agree with the Company that:
(a) The Company will pay the expenses of printing and producing all documents relating to the offering.
(b) The Company will pay the reasonable fees, expenses and disbursements of outside counsel for the Company and the Trustee relating to the offering.
(c) The Company will pay any fees of Moodys Investors Service, Inc., Standard & Poors Ratings Group, a division of the McGraw-Hill Companies, Inc. and Fitch Ratings relating to the rating of the Securities.
(d) The Company will pay the fees and disbursements of Ernst & Young LLP relating to the preparation of the letters required by Section 5(e) of this Agreement.
(e) The several Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes or resale of any of the Securities by them and any advertising expenses in connection with any offers they make.
(f) Unless they obtain the prior written consent of the Company, the Representatives will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433, other than the final term sheet prepared and filed pursuant to Section 4(h) hereto; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectus included in Schedule III hereto.
(C) Each of the Underwriters severally represents and warrants and agrees as set forth on Schedule V hereto.
5. Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Securities shall be subject to the accuracy in all material respects of the representations and warranties on the part of the Company contained herein as of the Execution Time, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date (including the filing of any document incorporated by reference therein) and as of the Closing Date, to the accuracy in
all material respects of the statements of the Company made in any certificates delivered by the Company pursuant to the provisions hereof, to the performance in all material respects by the Company of its obligations hereunder and to the following additional conditions:
(a) The Final Prospectus, or any supplement thereto, shall have been filed in the manner and within the time period required under Rule 424(b), and any Issuer Free Writing Prospectus shall have been filed in the manner and within the time period required by Rule 433; and no stop order suspending the effectiveness of the Registration Statement, or any notice that would prevent its use, as amended from time to time, shall have been issued and no proceedings for that purpose shall have been instituted or threatened.