Common use of Expenses and Fee Sharing Clause in Contracts

Expenses and Fee Sharing. (b) If the Transaction is consummated then, at or immediately following the Closing, the Surviving Company shall reimburse the Parties for, or pay on behalf of the Parties, all of their and the Consortium’s out-of-pocket costs and expenses incurred prior to the Closing in connection with (i) the negotiation, delivery and execution of this Agreement, the Merger Agreement, any Debt Financing documentation and the other Documentation, (ii) the retention by the Consortium or a Party of a financial due diligence advisor (a “Financial Due Diligence Advisor”), and (iii) any actions taken in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant to the Merger Agreement, including, without limitation, in each case, the reasonable fees, expenses and disbursements of Advisors retained by the Parties or the Consortium (including any separate Advisors who have been approved by the Parties in accordance with Section 2.02(b)) incurred in connection with the foregoing and, subject to Section 4.01, incurred in connection with any Claims paid by any Party (other than as a result of the fraud, willful misconduct or breach of this Agreement by such Party).

Expenses and Fee Sharing. (ba) If the Transaction is consummated then, at or immediately following the Closing, the Surviving Company shall reimburse the Parties for, or pay on behalf of the Parties, all of their and the Consortium’s out-of-pocket costs and expenses incurred prior to the Closing in connection with (i) the negotiation, delivery and execution of this Agreement, the Merger Agreement, any Debt Financing documentation and the other Documentation, (ii) the retention by the Consortium or a Party of a financial due diligence advisor (a “Financial Due Diligence Advisor”), and (iii) any actions taken in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant to the Merger Agreement, including, without limitation, in each case, the reasonable fees, expenses and disbursements of Advisors retained by the Parties or the Consortium (including any separate Advisors who have been approved by the Parties in accordance with Section 2.02(b)) incurred in connection with the foregoing and, subject to Section 4.01, incurred in connection with any Claims paid by any Party (other than as a result of the fraud, willful misconduct or breach of this Agreement by such Party).