Common use of Expense Sharing Provisions Clause in Contracts

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. (b) If the Merger is consummated, then the Investors shall cause the Surviving Corporation or one of its subsidiaries to pay any outstanding Costs and to reimburse Juniper for any such Costs already expended. If the Merger Agreement is terminated and a sufficient termination fee, other fee or expense reimbursement is received by MergerCo in connection with such termination (a “Fee”), then MergerCo shall pay any outstanding Costs and reimburse Juniper for any such Costs already expended. If Costs are reimbursed in accordance with this Section 2.8(b), any Investor that had previously become an Out Investor or a Failing Investor shall be relieved of any obligation with respect to such Costs. (c) If the Commitment Letters are terminated and the Merger is not consummated (and no Fee is received by MergerCo), promptly after such termination, the Investors will determine the aggregate Costs incurred. Each Investor agrees promptly to contribute such amounts, or to pay such expenses and fees, or to reimburse Juniper in respect thereof, in each case such that the equal sharing of expenses referred to in Section 2.8(a) is achieved.

Expense Sharing Provisions. (a) Each Investor Sponsor Group 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 SibCo or MergerCo, 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 (such costs, fees and expenses incurred by Juniper or MergerCo being, “CostsGroup Cost”), provided, however, that an Out Investor will not be liable for any such Costs fees or expenses incurred after the date it notifies MergerCo SibCo and the other Investors that it is being released from this Agreement pursuant to Section 2.102.12. 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. (b) If (1) the Merger is consummatedconsummated or (2) a sufficient termination fee, then other fee or expense reimbursement is received by SibCo in connection with the termination of the Merger Agreement (a “Fee”): (i) SibCo shall pay (in the case of clause (2)), or the Investors shall cause the Surviving Corporation or one of its subsidiaries to pay (in the case of clause (1)), any outstanding Group Costs (and, in the case of clause (1), Management Investor Costs) and to reimburse Juniper the Sponsors (and, in the case of clause (1), the Management Investor) for any such Costs costs already expended. If the Merger Agreement is terminated expended and a sufficient termination fee, other fee or expense reimbursement is received by MergerCo in connection with such termination (a “Fee”), then MergerCo shall pay any outstanding Costs and reimburse Juniper for any such Costs already expended. If Costs are reimbursed in accordance with this Section 2.8(b), ii) any Investor that had previously become an Out Investor or a Failing Investor shall be relieved of any obligation with respect to such Group Costs. (c) If the Equity Commitment Letters and Sponsor Letter Agreements are terminated and the Merger is not consummated (and no Fee is received by MergerCoSibCo), promptly after such termination, the Investors Sponsor Groups will determine the aggregate Group Costs incurredincurred by SibCo, MergerCo and each Sponsor Group. Each Investor Sponsor Group agrees promptly to contribute such amounts, or to pay such expenses and fees, or to reimburse Juniper other Sponsor Groups in respect thereof, in each case such that the equal sharing of expenses referred to in Section 2.8(a2.9(a) is achieved.

Expense Sharing Provisions. (a) Each Investor Except as provided in Sections 4.10(b), (c) and (d), each Member agrees to bear all of its own costs and expenses, as well as a proportional share 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 Juniper the Members in connection with this Agreement or MergerCothe 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 (Agreement, equal to a fraction, the numerator of which is the amount of such costs, fees Member’s investment pursuant to such Member’s Equity Commitment Letter and expenses incurred by Juniper or MergerCo being, “Costs”), the denominator of which is the total aggregate investment of all the Members pursuant to all the Equity Commitment Letters; provided, however, that an Out Investor will (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 liable responsible for any such Costs incurred after portion of any expenses or fees in excess of $15 million in the date it notifies MergerCo and the other Investors that it is being released from this Agreement pursuant to Section 2.10aggregate. (b) If the Merger is consummated, then the Investors Members shall cause the Surviving Corporation or one of its subsidiaries to pay any such outstanding Costs costs and to reimburse Juniper the Members for any such Costs costs already expended. If the Merger Agreement is terminated and a sufficient termination fee, other fee or expense reimbursement is received by MergerCo in connection with such termination (a “Fee”), then MergerCo shall pay any outstanding Costs and reimburse Juniper for any such Costs already expended. If Costs are reimbursed in accordance with this Section 2.8(b), any Investor that had previously become an Out Investor or a Failing Investor shall be relieved of any obligation with respect to such Costs. (c) If the Equity Commitment Letters are terminated and the Merger is not consummated (and no Termination Fee is received by MergerCoParent), and no Member shall have breached or caused a breach of the Merger Agreement or Voting Agreement, promptly after such termination, the Investors Majority Members will determine the aggregate Costs incurredcosts incurred by Parent and each Member shall be responsible for costs and expenses as set forth in Section 4.10(a). Each Investor Member agrees promptly to contribute such amounts, or to pay such expenses and fees, or to reimburse Juniper other Members in respect accordance with Section 4.10(a). (d) If the Equity Commitment Letters are terminated and the Merger is not consummated (and no Termination Fee is received by Parent) as a result of (i) a breach of the Merger Agreement or Voting Agreement caused by a Member (the “Breaching Member”) or (ii) a breach of the Merger Agreement by Parent due to the failure of Parent or the Company to receive the proceeds of the debt financing as a result of facts known to Xxxxx X. Xxxxxxxx or Xxxxxxx X. Xxxxxxxx on or prior to the date of the Merger Agreement, the existence of which prevents Parent, the Company or any subsidiary of the Company, as the case may be, from making representation and warranties to the prospective lenders of such debt financing, which representations and warranties would have been able to be made is such representations and warranties were qualified by the knowledge of Xxxxx X. Xxxxxxxx or Xxxxxxx Xxxxxxxx, then, (x) in the case of clause (i), such Breaching Member and (y) in the case of clause (ii), Xxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxxxx shall be responsible for all out-of-pocket costs and expenses incurred by Parent, Merger Sub and the Members incurred in connection with this Agreement or the Merger Agreement, including, without limitation, the Reverse Termination Fee or the Regulatory Termination Fee, as applicable; it being understood that Xxxxx X. Xxxxxxxx and Xxxxxxx Xxxxxxxx shall be deemed to be the sole Breaching Members if the Company terminates the Merger Agreement due to a breach by Parent or Merger Sub of Section 5.15 thereof, in each case such that the equal sharing of expenses referred to in Section 2.8(a) is achieved.