Common use of Certain Transaction Costs Clause in Contracts

Certain Transaction Costs. Notwithstanding the provisions of Section 4.1, the responsibility for certain transaction costs relating to the Transactions shall be allocated in accordance with the provisions of this Section 4.2. (a) Xxxxxx shall pay (or promptly reimburse GM upon invoice) the following: (i) all filing fees associated with filings made at the FCC (as defined in the Stock Purchase Agreement) or other Governmental Authorities (as defined below), arising from notifications to or applications for consent from Governmental Authorities required with respect to the Xxxxxx Permits (as defined in the Stock Purchase Agreement); and (ii) the fees and expenses of the Xxxxxx Financial Advisors (as defined in the Stock Purchase Agreement) in connection with the Transactions, and the fees and expenses of Weil, Gotshal & Xxxxxx LLP, Xxxxxx & Xxxxxxx LLP, Xxxxx, Xxxx and Xxxxxxxx LLP and Xxxxx Day, legal advisors to Xxxxxx, and any other legal advisors to Xxxxxx (in each case for legal services rendered to Xxxxxx), in connection with the Transactions. (b) GM or a GM Affiliate shall pay (or promptly reimburse Xxxxxx upon invoice) the following: (i) all costs and expenses of printing and distributing to GM stockholders the Proxy/Consent Solicitation Statement (as defined in the Stock Purchase Agreement), any prospectus contained in the Registration Statements (as defined in the Stock Purchase Agreement) that is combined with the Proxy/Consent Solicitation Statement, any Disclosure Documents (as defined in the Stock Purchase Agreement) and any other materials relating to the Transactions; (ii) all filing fees associated with filing of the Proxy/Consent Solicitation Statement, any Registration Statement of Xxxxxx, and any other Disclosure Documents of GM or Xxxxxx with the Securities and Exchange Commission and any other state and foreign securities law regulators; (iii) all costs and expenses of the GM transfer agent and any proxy or consent solicitation agents, information agents or similar consultants or agents engaged by GM in connection with effecting the Transactions but excluding any fees and expenses described in Section 4.2(a); and (iv) the fees and expenses of the GM Financial Advisors (as defined in the Stock Purchase Agreement) in connection with the Transactions, and Jenner & Block, LLC, Xxxxxxxx & Xxxxx and Xxxxxxxx, Xxxxxx & Finger, P.A., legal advisors to GM, and any other legal advisors to GM (in each case for legal services rendered to GM), in connection with the Transactions.

Certain Transaction Costs. Except as otherwise provided in the Transaction Agreements or any other agreement between or among the parties relating to the GM Transactions and/or the Merger, and any of the other transactions contemplated in connection therewith, but only if such other agreement has been disclosed by Hughes and GM to EchoStar, all costs and expenses incurred by XX, Hughes, EchoStar or their respective Affiliates in connection xxxx xhe GM Transactions and/or the Merger, and any of the other transactions contemplated in connection therewith, shall be paid by the party that actually incurs such costs and expenses. Notwithstanding the provisions of Section 4.1foregoing, the responsibility for certain transaction costs relating to the GM Transactions and the Merger shall be allocated in accordance with the provisions of this Section 4.25.1(i). (a) Xxxxxx shall pay (or promptly reimburse GM upon invoice) the following: (i) all filing fees associated with filings made at the FCC (as defined in the Stock Purchase Agreement) or other Governmental Authorities (as defined below), arising from notifications to or applications for consent from Governmental Authorities required with respect to the Xxxxxx Permits (as defined in the Stock Purchase Agreement); and (ii) the fees The following costs and expenses incurred by GM, Hughes, EchoStar or any of the Xxxxxx Financial Advisors (as defined in the Stock Purchase Agreement) in connection with the Transactions, and the fees and expenses of Weil, Gotshal & Xxxxxx LLP, Xxxxxx & Xxxxxxx LLP, Xxxxx, Xxxx and Xxxxxxxx LLP and Xxxxx Day, legal advisors to Xxxxxx, and any other legal advisors to Xxxxxx (in each case for legal services rendered to Xxxxxx), in connection with the Transactions. (b) GM or a GM Affiliate their respective affiliates shall pay xx xxxd (or promptly reimburse Xxxxxx reimbursed upon invoice) the following: fifty percent (50%) by GM and fifty percent (50%) by EchoStar: (i) all reasonable out-of-pocket costs and expenses of printing and distributing to GM stockholders the GM Proxy/Consent Solicitation Statement (as defined in Statement, the Stock Purchase Agreement)EchoStar Information Statement, any prospectus contained in the Spin-Off/Merger Registration Statements (as defined in the Stock Purchase Agreement) that is combined with the Proxy/Consent Solicitation Statement, any Disclosure Documents (as defined in the Stock Purchase Agreement) Statement and any related soliciting or other materials relating to the Transactions; materials, (ii) all filing fees associated with filing of the ProxySpin-Off/Consent Solicitation Statement, any Merger Registration Statement of Xxxxxx, and any other Disclosure Documents of GM or Xxxxxx the EchoStar Information Statement with the Securities and Exchange Commission SEC and any other state and foreign securities law regulators;, and (iii) all listing fees associated with listing the shares of stock subject to the Spin-Off/Merger Registration Statement, the EchoStar Information Statement, and any GM Debt/Equity Exchange Registration Statement on the NYSE or for quotation on the Nasdaq. (ii) Hughes shall pay (or promptly reimburse upon invoice) the follxxxxx: (A) all costs and expenses of Hughes, GM or any of their respective affiliates relating pxxxxxxxx xx the Merger, including all fees associated with making any governmental or regulatory filings primarily in connection with the Merger and the fees and expenses of the Hughes transfer agent (or any successor transfer agent) but xxxxxxing any fees and expenses described in Section 5.1(i)(iii)(B); and (B) the fees and expenses of Goldman, Sachs & Co. and Credit Suisse First Boston Corporxxxxx, financial advisors to Hughes in connection with the Merger, and the fees and expexxxx of Weil, Gotshal & Manges LLP and Latham & Watkins, legal advisors to Hughes, anx xxx other legal adxxxxxx to Xughes (in each case xxx xxgal services rendered to Hughes), in cxxxxxxion with the Merger. (iii) XX xx a GM Affiliate shall pay (or promptly reimburse upon invoice) the following: (A) all costs and expenses of GM, Hughes or any of their respective affiliates relating primxxxxx to the GM Transactions, including the fees and expenses of the GM transfer agent and any proxy or consent solicitation agents, information agents or similar consultants or agents engaged by GM in connection with effecting the GM Transactions but excluding any fees and expenses described in Section 4.2(a5.1(i)(ii)(B); and; (ivB) the fees and expenses of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bexx, Xxearns & Co. Inc., xxxxxciax xxvisors to GM in connection xxxx the GM Financial Advisors (as defined in the Stock Purchase Agreement) in connection with the Transactions, and Jenner Kirkland & BlockEllis and Richards, LLC, Xxxxxxxx & Xxxxx and Xxxxxxxx, Xxxxxx Layton & Finger, P.A., legal advisors to advixxxx xx GM, and xxx any other legal advisors to otxxx xxxxx xxxxxxxx xx GM (in each case for legal services rendered to GM), in connection with the GM Transactions; (C) the fees and expenses incurred by Hughes and GM in connection with the negotiation and documentxxxxx of any Demand Note; and (D) the fees, costs, and expenses incurred by Hughes or GM in connection with the Pre-Merger Finance (xx xxfined in the Commitment Letter).

Certain Transaction Costs. Except as otherwise provided in the Transaction Agreements or any other agreement between or among the parties relating to the GM Transactions and/or the Merger, and any of the other transactions contemplated in connection therewith, but only if such other agreement has been disclosed by Xxxxxx and GM to EchoStar, all costs and expenses incurred by GM, Xxxxxx, EchoStar or their respective Affiliates in connection with the GM Transactions and/or the Merger, and any of the other transactions contemplated in connection therewith, shall be paid by the party that actually incurs such costs and expenses. Notwithstanding the provisions of Section 4.1foregoing, the responsibility for certain transaction costs relating to the GM Transactions and the Merger shall be allocated in accordance with the provisions of this Section 4.25.1(i). (ai) The following costs and expenses incurred by GM, Xxxxxx, EchoStar or any of their respective affiliates shall be paid (or promptly reimbursed upon invoice) fifty percent (50%) by GM and fifty percent (50%) by EchoStar: (i) all reasonable out-of-pocket costs and expenses of printing and distributing to stockholders the GM Proxy/Consent Solicitation Statement, the EchoStar Information Statement, any prospectus contained in the Spin-Off/Merger Registration Statement and any related soliciting or other materials, (ii) all filing fees associated with filing of the Spin-Off/Merger Registration Statement and the EchoStar Information Statement with the SEC and any other state and foreign securities law regulators, and (iii) all listing fees associated with listing the shares of stock subject to the Spin-Off/Merger Registration Statement, the EchoStar Information Statement, and any GM Debt/Equity Exchange Registration Statement on the NYSE or for quotation on the Nasdaq. (ii) Xxxxxx shall pay (or promptly reimburse GM upon invoice) the following: (iA) all filing costs and expenses of Xxxxxx, XX or any of their respective affiliates relating primarily to the Merger, including all fees associated with making any governmental or regulatory filings made at primarily in connection with the FCC (as defined in the Stock Purchase Agreement) or other Governmental Authorities (as defined below), arising from notifications to or applications for consent from Governmental Authorities required with respect to the Xxxxxx Permits (as defined in the Stock Purchase Agreement); and (ii) Merger and the fees and expenses of the Xxxxxx Financial Advisors transfer agent (as defined or any successor transfer agent) but excluding any fees and expenses described in Section 5.1(i)(iii)(B); and (B) the Stock Purchase Agreement) fees and expenses of Xxxxxxx, Xxxxx & Co. and Credit Suisse First Boston Corporation, financial advisors to Xxxxxx in connection with the TransactionsMerger, and the fees and expenses of Weil, Gotshal & Xxxxxx LLP, LLP and Xxxxxx & Xxxxxxx LLP, Xxxxx, Xxxx and Xxxxxxxx LLP and Xxxxx DayXxxxxxx, legal advisors to Xxxxxx, and any other legal advisors to Xxxxxx (in each case for legal services rendered to Xxxxxx), in connection with the TransactionsMerger. (biii) GM or a GM Affiliate shall pay (or promptly reimburse Xxxxxx upon invoice) the following: (iA) all costs and expenses of printing and distributing to GM stockholders the Proxy/Consent Solicitation Statement (as defined in the Stock Purchase Agreement)GM, Xxxxxx or any prospectus contained in the Registration Statements (as defined in the Stock Purchase Agreement) that is combined with the Proxy/Consent Solicitation Statement, any Disclosure Documents (as defined in the Stock Purchase Agreement) and any other materials of their respective affiliates relating primarily to the GM Transactions; (ii) all filing , including the fees associated with filing of the Proxy/Consent Solicitation Statement, any Registration Statement of Xxxxxx, and any other Disclosure Documents of GM or Xxxxxx with the Securities and Exchange Commission and any other state and foreign securities law regulators; (iii) all costs and expenses of the GM transfer agent and any proxy or consent solicitation agents, information agents or similar consultants or agents engaged by GM in connection with effecting the GM Transactions but excluding any fees and expenses described in Section 4.2(a5.1(i)(ii)(B); and; (ivB) the fees and expenses of the Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Bear, Xxxxxxx & Co. Inc., financial advisors to GM Financial Advisors (as defined in the Stock Purchase Agreement) in connection with the GM Transactions, and Jenner & Block, LLC, Xxxxxxxx & Xxxxx and Xxxxxxxx, Xxxxxx & Finger, P.A., legal advisors to GM, and any other legal advisors to GM (in each case for legal services rendered to GM), in connection with the GM Transactions; (C) the fees and expenses incurred by Xxxxxx and GM in connection with the negotiation and documentation of any Demand Note; and (D) the fees, costs, and expenses incurred by Xxxxxx or GM in connection with the Pre-Merger Finance (as defined in the Commitment Letter).