Expense Sharing Provisions. 2.7.1. In the event the Transactions are consummated, the Lead Investor shall cause the Company (or its successor in interests) to reimburse the Investors (excluding a Failing Investor) for, or pay on behalf of all the Investors (excluding a Failing Investor), as the case may be: (i) all out-of-pocket costs and expenses incurred by the Investors (excluding a Failing Investor) as approved by the Lead Investor in writing before incurring such costs and expense (including the reasonable fees and expenses of Advisors retained by an Investor pursuant to Section 2.9.2), and (ii) fees, expenses and disbursements payable to any Joint Advisors as contemplated by Section 2.9.1 (such costs and expenses under this subsections (i) and (ii), the “Transaction Expenses”), provided, that, notwithstanding the foregoing, an Investor that is a Non-Consenting Investor will only be entitled to seek reimbursement in respect of Transaction Expenses, incurred prior to such Investor becoming a Non-Consenting Investor. For the avoidance of doubt, the Transaction Expenses shall commence accruing from the earlier of (x) the date of the Consortium Agreement or (y) the date such Joint Advisors were engaged by the Lead Investor pursuant to the Consortium Agreement.
Expense Sharing Provisions. Each Investor agrees to bear its portion of the Shared Costs (as defined in the Participant Agreement) in accordance with the Participant Agreement dated September 3, 2020, by and among the Investors (the “Participant Agreement”); provided, however, that if the Closing occurs, NewCo shall reimburse the Investors for any Shared Costs borne by the Investors prior to Closing. Any fees, expenses or damages payable to NewCo from the Company under the Merger Agreement shall be allocated among the Investors (other than any Withdrawing Investor) in accordance with their respective Pro Rata Share (as in effect on the date such fees, expenses or damages, as applicable, become due and payable).
Expense Sharing Provisions. (a) Each Investor agrees to bear all of its own costs and expenses, as well as a proportional share of all the expenses and fees of legal counsel, accountants, financial advisors and other consultants and advisors and any financing or other fees or expenses incurred by Juniper or MergerCo, in connection with the transactions contemplated by the Merger Agreement (such costs, fees and expenses incurred by Juniper or MergerCo being, “Costs”), provided, however, that an Out Investor will not be liable for any such Costs incurred after the date it notifies MergerCo and the other Investors that it is being released from this Agreement pursuant to Section 2.10.
Expense Sharing Provisions. In the event the Acquisition is consummated, Buyer and/or the Company will bear all out-of-pocket expenses of the Investors. In the event of a termination of the Purchase Agreement, out-of-pocket expenses incurred by the Investors, including, without limitation, the reasonable fees, expenses and disbursements of lawyers, accountants, consultants and other advisors retained by the Investors shall be allocated and paid by the Investors as follows: (i) NorthStar shall be responsible for its own fees and expenses other than Debt Commitment Expenses (as defined below), (ii) Safanad and FC shall each be responsible for 50% their combined fees and expenses (excluding for the purposes of this clause (ii) all such fees and expenses of NorthStar incurred in connection with the Debt Commitment Letters and the financing contemplated thereunder, including fees and expenses related to negotiation and due diligence (“Debt Commitment Expenses”)), and (iii) NorthStar shall be responsible for 40% of the Debt Commitment Expenses, Safanad shall be responsible for 50% of the Debt Commitment Expenses and FC shall be responsible for 10% of the Debt Commitment Expenses. The obligations under this Section 2.5 shall exist whether or not the Acquisition is consummated and shall survive any termination of the other terms of this Agreement, unless all such fees and expenses have been paid by the Buyer or the Company.
Expense Sharing Provisions. 2.7.1. In the event the Transactions are consummated, the Lead Investors shall cause Parent and/or the Company (or its successor) to reimburse the Investors (excluding a Failing Investor) for, or pay on behalf of all the Investors (excluding a Failing Investor), as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the Transactions (other than, with respect to any Investor, as a result of the fraud or willful breach by such Investor), including the reasonable fees, expenses and disbursements of Joint Advisors retained by the Investors (but excluding the fees and costs of any separate Advisors who were retained by an Investor unless and only to the extent such appointment and expenses are agreed to in advance in writing by all of the Lead Investors to be treated as the transaction expenses of the Investors) and all the fees and expenses contemplated under Section 2(b) and Section 2(d) of the Termination Agreement executed on June 24, 2020 (collectively, the “Transaction Expenses”), provided, that, notwithstanding the foregoing, an Investor that is a Non-Consenting Investor will only be entitled to seek reimbursement in respect of Transaction Expenses, incurred prior to such Investor becoming a Non-Consenting Investor.
Expense Sharing Provisions. (a) Each Sponsor Group agrees to bear a proportional share of all the expenses and fees of legal counsel, accountants, financial advisors and other consultants and advisors and any financing or other fees or expenses incurred by SibCo or MergerCo (including any fees or expenses to be paid to the Company pursuant to the Merger Agreement) or by any of the Sponsor Groups for the benefit of the Investors collectively in connection with the transactions contemplated by the Merger Agreement (“Group Cost”), provided, however, that an Out Investor will not be liable for any such fees or expenses incurred after the date it notifies SibCo and the other Investors that it is being released from this Agreement pursuant to Section 2.12. Except as provided in Section 2.9(b), no Sponsor Group shall be responsible for any expenses or fees of legal counsel or other advisors or consultants retained solely by the Management Investor or identified on Annex II (the “Management Investor Costs”) and the Management Investor shall in no event be responsible for any portion of the Group Costs.
Expense Sharing Provisions. (a) Except as provided in Sections 4.10(b), (c) and (d), each Member agrees to bear the pro rata portion of all the expenses and fees of legal counsel, accountants, financial advisors and other consultants and advisors and any financing (including to prospective sources of equity financing to the extent a Member is contractually obligated to pay fees or expenses to such party) or other fees or expenses incurred by the Members in connection with this Agreement or the Merger Agreement or the transaction contemplated hereby or thereby, Parent and its subsidiaries (including any fees or expenses to be paid to the Company pursuant to the Merger Agreement, including, without limitation, the Reverse Termination Fee and the Regulatory Termination Fee (each as defined in the Merger Agreement)) or by any of the Members or their affiliates, in connection with the transactions contemplated by the Merger Agreement, equal to a fraction, the numerator of which is the amount of such Member’s investment pursuant to such Member’s Equity Commitment Letter and the denominator of which is the total aggregate investment of all the Members pursuant to all the Equity Commitment Letters; provided, however, that (i) any expenses or fees in excess of $15 million in the aggregate shall be the sole responsibility of the Colony Member and (ii) the Contributing Stockholder Members shall not be responsible for any portion of any expenses or fees in excess of $15 million in the aggregate.
