Common use of Allocation of Fees and Expenses Clause in Contracts

Allocation of Fees and Expenses. The Non‑Prevailing Party in such arbitration will pay its own and its Affiliates’ fees and expenses incurred with respect to such arbitration and will also pay a fraction of the sum of: (1) the fees and expenses of the Arbitrator; plus (2) the reasonable out of pocket fees and expenses (including reasonable attorneys’ fees) of the Prevailing Party and its Affiliates incurred with respect to such arbitration. Such fraction will be determined as follows: (A) its numerator will be an amount equal to the difference between the Non‑Prevailing Party’s determination of the items in dispute (in the aggregate and as submitted to the Arbitrator) and the Arbitrator’s determination of such items; and (B) its denominator will be an amount equal to the difference between Sellers’ Representative’s and Buyer’s respective determinations of such items (in the aggregate and as submitted to the Arbitrator). The Prevailing Party will pay the remainder of the fees and expenses of the Arbitrator and the remainder of the Prevailing Party’s and its Affiliates’ fees and expenses. Notwithstanding the foregoing, if the Arbitrator’s determination of such items in dispute is exactly midway between Sellers’ Representative’s and Buyer’s determination of such items, then Sellers’ Representative and Buyer each will pay one-half of the fees and expenses of the Arbitrator (and otherwise will pay its own and its Affiliates’ fees and expenses as described above). Sellers (considered as one Party for this purpose, with Sellers’ Representative acting on their behalf as contemplated herein) or Buyer is the “Prevailing Party” if the Arbitrator’s determination of such items is closer to such Party’s determination of such items than it is to such other Party’s determination of such items (in each case in the aggregate and as submitted to the Arbitrator). Sellers (considered as one Party for this purpose, with Sellers’ Representative acting on their behalf as contemplated herein) or Buyer is the “Non‑Prevailing Party” if the other is the Prevailing Party.

Allocation of Fees and Expenses. The Non‑Prevailing Non-Prevailing Party in such arbitration will pay its own and its Affiliates’ fees and expenses incurred with respect to such arbitration and will also pay a fraction of the sum of: (1) the fees and expenses of the Arbitrator; plus (2) the reasonable out of pocket fees and expenses (including reasonable attorneys’ fees) of the Prevailing Party and its Affiliates incurred with respect to such arbitration. Such fraction will be Arbitrator determined as follows: (A) its numerator will be an amount equal to the difference between the Non‑Prevailing Non-Prevailing Party’s determination of the items in dispute (in the aggregate and as submitted to the Arbitrator) and the Arbitrator’s determination of such items; and (B) its denominator will be an amount equal to the difference between Sellers’ RepresentativeSeller’s and Buyer’s respective determinations of such items (in the aggregate and as submitted to the Arbitrator). The Prevailing Party will pay the remainder of the fees and expenses of the Arbitrator and the remainder of the Prevailing Party’s its own and its Affiliates’ fees and expenses. Notwithstanding the foregoing, if the Arbitrator’s determination of such items in dispute is exactly midway between Sellers’ RepresentativeSeller’s and Buyer’s determination of such items, then Sellers’ Representative Seller and Buyer each will pay (A) one-half of the fees and expenses of the Arbitrator and (and otherwise will pay B) its own and its Affiliates’ fees and expenses as described above)expenses. Sellers (considered as one Party for this purpose, with Sellers’ Representative acting on their behalf as contemplated herein) Seller or Buyer is the “Prevailing Party” if the Arbitrator’s determination of such items is closer to such Party’s determination of such items than it is to such the other Party’s determination of such items (in each case in the aggregate and as submitted to the Arbitrator). Sellers (considered as one Party for this purpose, with Sellers’ Representative acting on their behalf as contemplated herein) Seller or Buyer is the “Non‑Prevailing Non-Prevailing Party” if the other is the Prevailing Party.

Allocation of Fees and Expenses. The Non‑Prevailing Non-Prevailing Party in such arbitration will pay its own and its Affiliates’ fees and expenses incurred with respect to such arbitration and will also pay a fraction of the sum of: of (1) the fees and expenses of the Arbitrator; Arbitrator plus (2) the reasonable out of out-of-pocket fees and expenses (including reasonable attorneys’ fees) of the Prevailing Party and its Affiliates incurred with respect to such arbitration. Such fraction will be determined as follows: (A) its numerator will be an amount equal to the difference between the Non‑Prevailing Non-Prevailing Party’s determination of the items in dispute (in the aggregate and as submitted to the Arbitrator) and the Arbitrator’s determination of such items; and (B) its denominator will be an amount equal to the difference between Sellers’ the Representative’s and Buyer’s respective determinations of such items (in the aggregate and as submitted to the Arbitrator). The Prevailing Party will pay the remainder of the fees and expenses of the Arbitrator and the remainder of the Prevailing Party’s its own and its Affiliates’ fees and expenses. Notwithstanding the foregoing, if the Arbitrator’s determination of such items in dispute is exactly midway between Sellers’ the Representative’s and Buyer’s determination of such items, then Sellers’ the Representative and Buyer each will pay (i) one-half of the fees and expenses of the Arbitrator and (and otherwise will pay ii) its own and its Affiliates’ fees and expenses as described above)expenses. Sellers (considered as The Representative, on the one Party for this purposehand, with Sellers’ Representative acting or Buyer, on their behalf as contemplated herein) or Buyer the other hand, is the “Prevailing Party” if the Arbitrator’s determination of such items is closer to such Party’s determination of such items than it is to such the other Party’s determination of such items (in each case in the aggregate and as submitted to the Arbitrator). Sellers (considered as The Representative, on the one Party for this purposehand, with Sellers’ Representative acting or Buyer, on their behalf as contemplated herein) or Buyer the other hand, is the “Non‑Prevailing Non-Prevailing Party” if the other is the Prevailing Party.

Allocation of Fees and Expenses. The Non‑Prevailing Party in such arbitration will pay its own and its Affiliates’ fees and expenses incurred with respect to such arbitration and will also pay a fraction of the sum of: (1) the fees and expenses of the Arbitrator; plus (2) the reasonable out of pocket fees and expenses (including reasonable attorneys’ fees) of the Prevailing Party and its Affiliates incurred with respect to such arbitration. Such fraction will be determined as follows: (A) its numerator will be an amount equal to the difference between the Non‑Prevailing Party’s determination of the items in dispute (in the aggregate and as submitted to the Arbitrator) and the Arbitrator’s determination of such items; and (B) its denominator will be an amount equal to the difference between Sellers’ Representative’s and Buyer’s respective determinations of such items (in the aggregate and as submitted to the Arbitrator). The Prevailing Party will pay the remainder of the fees and expenses of the Arbitrator and the remainder of the Prevailing Party’s and its Affiliates’ fees and expenses. Notwithstanding the foregoing, if the Arbitrator’s determination of such items in dispute is exactly midway between Sellers’ Representative’s and Buyer’s determination of such items, then Sellers’ Representative (on behalf of the Sellers) and Buyer each will pay one-half of the fees and expenses of the Arbitrator (and otherwise will pay its own and its Affiliates’ fees and expenses as described above). Sellers (considered as one Party for this purpose, with Sellers’ Representative acting on their behalf as contemplated herein) or Buyer is the “Prevailing Party” if the Arbitrator’s determination of such items is closer to such Party’s determination of such items than it is to such other Party’s determination of such items (in each case in the aggregate and as submitted to the Arbitrator). Sellers (considered as one Party for this purpose, with Sellers’ Representative acting on their behalf as contemplated herein) or Buyer is the “Non‑Prevailing Party” if the other is the Prevailing Party. Sellers’ obligation to pay any fees and expenses under this Section 2.4(d) shall be paid out of the Post-Closing Adjustment Escrow Amount.