Common use of Expense Sharing Clause in Contracts

Expense Sharing. In the event the Merger is consummated, Parent or the Company will bear all out-of pocket expenses incurred by Holdco, Parent, Merger Sub and each Investor, including, without limitation, (i) the reasonable and documented fees, expenses and disbursements of lawyers, accountants, consultants and other advisors that may have been retained by Holdco, Parent, Merger Sub or any Investor (including, without limitation, any fees incurred in connection with the due diligence of the Company) and (ii) any fees (including financing fees) related to the Merger (all such fees and expenses, in the aggregate, the "Consortium Costs"). For the avoidance of doubt, the Consortium Costs shall include indemnities to be provided to the debt financing sources, lawyers, accountants, consultants, and other advisors who have been engaged with respect to the Merger. In the event of a termination of the Merger Agreement in which a Company Termination Fee is paid to Parent, Parent shall first pay all Consortium Costs from the Company Termination Fee and distribute any remaining amount of the Company Termination Fee to the PE Investors in accordance with Section 1.9 hereof. In the event of a termination of the Merger Agreement in which no Company Termination Fee is paid to Parent, each PE Investor agrees that it will be responsible for its proportionate share (determined by reference to the amount of its Equity Commitment to the aggregate Equity Commitments of the PE Investors) of Consortium Costs (other than the fees, expenses and disbursements of lawyers, accounts, consultants and other advisors that may have been retained by any Investor for the sole benefit of such Investor), and each Investor agrees that it will be responsible for the fees, expenses and disbursements of lawyers, accounts, consultants and other advisors that may have been retained by it for its sole benefit. Prior to making any payment of Consortium Costs hereunder, each Principal Investor shall be entitled to receive and review reasonable documentation of such fees and expenses. Notwithstanding the prior two sentences, no Non-Consenting Investor shall be responsible for Consortium Costs incurred after the termination of such Non-Consenting Investor's participation in the transaction. The obligations under this Section 1.10 shall exist whether or not the Merger is consummated, and shall survive the termination of the other terms of this Agreement, provided that such fees, expenses or liabilities are not paid by the Company, Holdco or Parent. For the avoidance of doubt, in the event of a termination of the Merger Agreement in which no Company Termination Fee is paid to Parent, each Investor will be responsible for its or his own fees and expenses other than the Consortium Costs.

Expense Sharing. 1.9.1 In the event the Merger is consummated, then, at or immediately following the Effective Time, Parent shall or shall cause the Surviving Company will bear to reimburse the Investors for, or pay on behalf of the Investors, as the case may be, all of the Consortium’s reasonable out-of of-pocket costs and expenses incurred by Holdcoin connection with the Transaction, Parent, Merger Sub and each Investor, including, without limitation, (i) including the reasonable and documented fees, expenses and disbursements of lawyersthe legal, accountantsaccounting, consultants banking and other advisors and/or consultants that may have been retained by Holdco, Parent, Merger Sub or jointly by the Consortium (including Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP (“Orrick”) and any Investor (includingother advisor or consultant whose appointment and expenses are agreed to in writing by the Requisite Investors), without limitation, and any fees incurred in connection with the due diligence of the Company) and (ii) any fees (including financing fees) related to the Merger incurred by Parent and Merger Sub (including without limitation any and all incorporation expenses) (all such fees and expenses, in the aggregate, the "“Consortium Costs"”). For the avoidance of doubt, the Consortium Costs shall include indemnities to be provided actually paid or payable to the debt financing sourceslegal, lawyersaccounting, accountants, banking and other advisors and/or consultants, and other advisors who have been engaged by Parent, Merger Sub or jointly by the Requisite Investors with respect to the Merger. In ; provided that, unless and only to the event of a termination of extent otherwise approved by the Merger Agreement Requisite Investors in which a Company Termination Fee is paid to Parentadvance, Parent shall first pay all Consortium Costs from the Company Termination Fee shall not include, and distribute any remaining amount of the Company Termination Fee to the PE Investors in accordance with Section 1.9 hereof. In the event of a termination of the Merger Agreement in which no Company Termination Fee is paid to Parent, each PE Investor agrees that it will shall be responsible for its proportionate share (determined for, any costs and expenses incurred by reference to such individual Investor in connection with the amount of its Equity Commitment to Transaction, including without limitation, the aggregate Equity Commitments of the PE Investors) of Consortium Costs (other than the reasonable and documented fees, expenses and disbursements of lawyersthe legal, accountsaccounting, consultants banking and other advisors and/or consultants that may have been separately retained by any such Investor for (including without limitation, the sole benefit of such Investor), and each Investor agrees that it will be responsible for the fees, expenses and disbursements of lawyers, accounts, consultants and other advisors that may have been retained by it for its sole benefit. Prior to making any payment of Consortium Costs hereunder, each Principal Investor shall be entitled to receive and review reasonable documentation of such fees and expenses. Notwithstanding the prior two sentences, no Non-Consenting Investor shall be responsible for Consortium Costs incurred after the termination of such Non-Consenting Investor's participation in the transaction. The obligations under this Section 1.10 shall exist whether or not the Merger is consummated, and shall survive the termination of the other terms of this Agreement, provided that such fees, expenses or liabilities are not paid by the Company, Holdco or Parent. For the avoidance of doubt, in the event of a termination of the Merger Agreement in which no Company Termination Fee is paid to Parent, each Investor will be responsible for its or his own fees and expenses other than of Orrick incurred in its capacity as Xxxx Xx Pan’s own international legal counsel unless Essence International Capital Limited or Essence International Financial Holdings (Hong Kong) Limited agrees in writing that the fees and expenses incurred by Orrick in its capacity as Xxxx Xx Pan’s own international legal counsel will be treated as the Consortium Costs).

Expense Sharing. 1.9.1 In the event the Merger is consummated, then, at or immediately following the Effective Time, Parent shall or shall cause the Surviving Company will bear to reimburse the Investors for, or pay on behalf of the Investors, as the case may be, all of the Consortium’s reasonable out-of of-pocket costs and expenses incurred by Holdcoin connection with the Transaction, Parent, Merger Sub and each Investor, including, without limitation, (i) including the reasonable and documented fees, expenses and disbursements of lawyersthe legal, accountantsaccounting, consultants banking and other advisors and/or consultants that may have been retained by Holdco, Parent, Merger Sub or jointly by the Consortium (including Oxxxxx, Hxxxxxxxxx & Sxxxxxxxx LLP (“Orrick”) and any Investor (includingother advisor or consultant whose appointment and expenses are agreed to in writing by the Requisite Investors), without limitation, and any fees incurred in connection with the due diligence of the Company) and (ii) any fees (including financing fees) related to the Merger incurred by Parent and Merger Sub (including without limitation any and all incorporation expenses) (all such fees and expenses, in the aggregate, the "“Consortium Costs"”). For the avoidance of doubt, the Consortium Costs shall include indemnities to be provided actually paid or payable to the debt financing sourceslegal, lawyersaccounting, accountants, banking and other advisors and/or consultants, and other advisors who have been engaged by Parent, Merger Sub or jointly by the Requisite Investors with respect to the Merger. In ; provided that, unless and only to the event of a termination of extent otherwise approved by the Merger Agreement Requisite Investors in which a Company Termination Fee is paid to Parentadvance, Parent shall first pay all Consortium Costs from the Company Termination Fee shall not include, and distribute any remaining amount of the Company Termination Fee to the PE Investors in accordance with Section 1.9 hereof. In the event of a termination of the Merger Agreement in which no Company Termination Fee is paid to Parent, each PE Investor agrees that it will shall be responsible for its proportionate share (determined for, any costs and expenses incurred by reference to such individual Investor in connection with the amount of its Equity Commitment to Transaction, including without limitation, the aggregate Equity Commitments of the PE Investors) of Consortium Costs (other than the reasonable and documented fees, expenses and disbursements of lawyersthe legal, accountsaccounting, consultants banking and other advisors and/or consultants that may have been separately retained by any such Investor for (including without limitation, the sole benefit of such Investor), and each Investor agrees that it will be responsible for the fees, expenses and disbursements of lawyers, accounts, consultants and other advisors that may have been retained by it for its sole benefit. Prior to making any payment of Consortium Costs hereunder, each Principal Investor shall be entitled to receive and review reasonable documentation of such fees and expenses. Notwithstanding the prior two sentences, no Non-Consenting Investor shall be responsible for Consortium Costs incurred after the termination of such Non-Consenting Investor's participation in the transaction. The obligations under this Section 1.10 shall exist whether or not the Merger is consummated, and shall survive the termination of the other terms of this Agreement, provided that such fees, expenses or liabilities are not paid by the Company, Holdco or Parent. For the avoidance of doubt, in the event of a termination of the Merger Agreement in which no Company Termination Fee is paid to Parent, each Investor will be responsible for its or his own fees and expenses other than of Orrick incurred in its capacity as Dxxx Xx Pan’s own international legal counsel unless Essence International Capital Limited or Essence International Financial Holdings (Hong Kong) Limited agrees in writing that the fees and expenses incurred by Orrick in its capacity as Dxxx Xx Pan’s own international legal counsel will be treated as the Consortium Costs).

Expense Sharing. In the event of a termination of the Merger Agreement in which a Termination Fee or reimbursement of Parent Expenses is consummatedpaid to Holding or Parent, Holding or Parent or the Company will bear as directed by Holding shall first pay all out-of pocket expenses incurred by HoldcoHolding, Parent, Merger Sub Parent and each InvestorSponsor, including, without limitation, (i) the reasonable and documented fees, expenses and disbursements of lawyers, accountants, consultants and other advisors that may have been retained by Holdco, Parent, Merger Sub or Holding and any Investor (including, without limitation, any fees incurred in connection with the due diligence of the Company) Sponsor and (ii) any fees (including any financing fees) related to the Merger (all such fees and expenses, in the aggregate, the "“Consortium Costs"). For ”) of the avoidance of doubt, the Consortium Costs shall include indemnities to be provided to the debt financing sources, lawyers, accountants, consultantsSponsors from such payment, and other advisors who have been engaged with respect to in the Merger. In case of the event payment of a termination of the Merger Agreement in which a Company Termination Fee is paid to ParentFee, Parent shall first pay all Consortium Costs from the Company Termination Fee and distribute any remaining amount of the Company Termination Fee Fee, as applicable, to the PE Investors Sponsors in accordance with Section 1.9 hereof1.4 above. In the event of a termination of the Merger Agreement in which no Company Termination Fee or reimbursement of Parent Expenses is paid to Holding or Parent, each PE Investor Sponsor agrees that it will be responsible for its proportionate share (determined by reference to the amount of its Equity Commitment to the aggregate Equity Commitments of the PE InvestorsCommitment) of Consortium Costs Costs. Each Sponsor will also be responsible for its proportionate share of any liability that any other Sponsor (other than the feeseach, expenses and disbursements of an “Indemnifying Sponsor”) incurs pursuant to indemnities that it has agreed to provide to its respective lawyers, accountsaccountants, consultants or other advisors (including, without limitation, debt financing sources, consultants and other advisors that may accountants) who have been retained engaged with respect to the Merger; provided, that no such indemnification or contribution by the other Sponsors shall be required to the extent that the proximate cause of Indemnifying Sponsor’s obligation to indemnify any Investor for such third party is the sole benefit Indemnifying Sponsor’s own conduct not undertaken at the direction or with the consent of such Investor), and each Investor agrees that it will be responsible for the fees, expenses and disbursements of lawyers, accounts, consultants and other advisors that may have been retained by it for its sole benefitSponsors. Prior to making any payment of Consortium Costs hereunder, each Principal Investor Sponsor shall be entitled to receive and review reasonable documentation of such fees and expenses. Notwithstanding the prior two sentences, no Non-Consenting Investor shall be responsible for Consortium Costs incurred after the termination of such Non-Consenting Investor's participation in the transaction. The obligations under this Section 1.10 1.5 shall exist whether or not the Merger is consummated, and shall survive the termination of the other terms of this Agreement, provided that such fees, expenses or liabilities are not paid directly by the CompanyHolding, Holdco Company or Parent. For the avoidance of doubt, in the event of a termination of the Merger Agreement in which no Company Termination Fee is paid to Parent, each Investor will be responsible for its or his own fees and expenses other than the Consortium Costs.