Expenses and Other Payments. (a) Except as otherwise provided in this Agreement (including payment of the Transaction Expense Fee), each Party shall pay its own expenses incident to preparing for, entering into and carrying out this Agreement and the consummation of the Transactions, whether or not the Merger shall be consummated, except that all filing fees paid in respect of the filings under the HSR Act in connection with the Merger shall be borne equally by Parent and the Company.
(b) If (i) Parent terminates this Agreement pursuant to Section 8.1(c) (Company Change of Recommendation), Section 8.1(h)(iii) (Modification of Prepackaged Plan) or Section 8.1(h)(iv) (Withdrawal of Prepackaged Plan), (ii) Parent or the Company terminates this Agreement pursuant to Section 8.1(h)(i) (Termination of Support) or (iii) the Company terminates this Agreement pursuant to Section 8.1(e) (Company Superior Proposal), then the Company shall pay Parent the Company Termination Fee, in each case, in cash by wire transfer of immediately available funds to an account designated by Parent no later than three (3) Business Days after notice of termination of this Agreement.
(c) If (i) the Company terminates this Agreement pursuant to Section 8.1(d) (Parent Change of Recommendation), or (ii) Parent terminates this Agreement pursuant to Section 8.1(f) (Parent Superior Proposal), then Parent shall pay the Company the Parent Termination Fee in cash by wire transfer of immediately available funds to an account designated by the Company no later than three (3) Business Days after notice of termination of this Agreement.
(d) If either the Company or Parent terminates this Agreement pursuant to (i) Section 8.1(b)(iv)(A) (Failure to Obtain Company Stockholder Approval or Confirmation Order) and the Company Termination Fee is not otherwise payable by the Company pursuant to this Section 8.3, then the Company shall pay Parent the Parent Expenses or (ii) Section 8.1(b)(iv)(B) (Failure to Obtain Parent Stockholder Approval) following the occurrence of any Parent Change of Recommendation and the Parent Termination Fee is not otherwise payable by Parent pursuant to this Section 8.3, then Parent shall pay the Company the Company Expenses in each case, no later than three (3) Business Days after notice of termination of this Agreement.
(e) If (i) (A) Parent or the Company terminates this Agreement pursuant to Section 8.1(b)(iv)(A) (Failure to Obtain Company Stockholder Approval or Confirmation Order), and on or before the...
Expenses and Other Payments. The Company shall reimburse the Purchaser for its reasonable legal fees for services rendered to the Purchaser in preparation of this Agreement and the other Transaction Documents, and expenses in connection with the Purchaser’s due diligence review of the Company and relevant matters, subject to reasonable documentation of such expenses. Amounts payable hereunder and under Section 6.10 of the Note shall be withheld by the Purchaser from the Purchase Price to be paid at Closing.
Expenses and Other Payments. (a) Subject to paragraph (b) of this Section 9.05, all costs and expenses (including any expenses related to any claims or litigation in connection with the transactions contemplated by this Agreement, or any settlement thereof), including, without limitation, fees and disbursements of counsel, financial advisors and accountants and other out-of-pocket expenses, incurred or to be incurred by the parties hereto in connection with the transactions contemplated hereby (with respect to such party, its "Expenses"), shall be borne solely and entirely by the party which has incurred such costs and expenses; provided, however, that all costs and expenses related to printing and mailing the Proxy Statement shall be borne by the Company.
(b) The Company agrees that if this Agreement is terminated by Acquisition pursuant to clause (i) or (ii) of Section 9.01(f) hereof, or if this Agreement is terminated by the Company pursuant to Section 9.01(g) hereof, at or before the time when this Agreement is terminated by the Company, or promptly after this Agreement is terminated by Acquisition, the Company will (i) pay Acquisition $3,500,000 ($2,625,000 if this Agreement is terminated before the Lufthansa Supervisory Board approves this Agreement and the transactions contemplated by it), (ii) reimburse Acquisition for the reasonable expenses incurred by Acquisition in connection with the transactions which are the subject of this Agreement for which the Company has received reasonable supporting documentation, and (iii) agree in writing to reimburse Acquisition, promptly after the Company receives reasonable supporting documentation, for additional reasonable expenses which were or are incurred by Acquisition in connection with the transactions which are the subject of this Agreement, provided that the total reimbursement of expenses by the Company will not exceed $875,000 if this Agreement is terminated by Acquisition pursuant to clause (i) or (ii) of Section 9.01(f) hereof, or by the Company pursuant to Section 9.01(g) hereof, before the Lufthansa Supervisory Board approves this Agreement and the transactions contemplated by it, and will not exceed $1,750,000 if this Agreement is terminated by Acquisition pursuant to clause (i) or (ii) of Section 9.01(f) hereof, or by the Company pursuant to Section 9.01(g) hereof, after the Lufthansa Supervisory Board approves this Agreement and the transactions contemplated by it.
Expenses and Other Payments. (a) Except as otherwise provided in this Agreement, each party shall pay its own expenses incident to preparing for, entering into and carrying out this Agreement and the consummation of the Transactions, whether or not the Merger shall be consummated.
(b) If (i) Parent terminates this Agreement pursuant to Section 8.1(c) (Company Change of Recommendation) then the Company shall pay Parent the Company Termination Fee in cash by wire transfer of immediately available funds to an account designated by Parent no later than three Business Days after notice of termination of this Agreement; or (ii) the Company terminates this Agreement pursuant to Section 8.1(d)(i) (Company Superior Proposal), then the Company shall pay Parent the Company Termination Fee in cash by wire transfer of immediately available funds to an account designated by Parent contemporaneously with such termination of this Agreement.
Expenses and Other Payments. (a) The parties to this Agreement shall, except as otherwise specifically provided herein, bear their respective expenses incurred in connection with the preparation, execution and performance of this Agreement and the transactions contemplated hereby, including, without limitation, all fees and expenses of their respective Agents.
(b) VCAM agrees that if this Agreement shall be terminated pursuant to:
(i) Section 7.1(b) and (A) such termination is the result of (x) a material breach by VCAM of any representation or warranty contained herein or (y) a willful and material breach by VCAM of any covenant or agreement contained herein, which, in the case of (x) or (y), is not cured, and (B) within 12 months after the date of termination of this Agreement, a Business Combination (as hereinafter defined) shall have occurred or VCAM shall have entered into a definitive agreement providing for a Business Combination;
(ii) Section 7.1(d) and the Board of Directors of VCAM shall have on or prior to the date of the Stockholders' Meeting withdrawn, modified or changed the Recommendation in a manner adverse to ADP or shall have resolved to do any of the foregoing or any of the stockholders that are a party to the Voting Agreement shall not have voted in favor of the Merger at the Stockholders Meeting; or
(iii) Section 7.1(f); then, in the case of clauses (i), (ii) or (iii), VCAM shall pay to ADP an amount equal to $8,500,000 (which amount, in the case of clause (i) to the extent such termination results from a material breach of a representation or warranty that is not wilful, or clauses (ii) and (iii), shall be ADP's sole remedy hereunder and shall be deemed to include the reimbursement of all of ADP's out-of-pocket fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby including, without limitation, legal, accounting and investment banking fees and expenses).
(c) Any payment required to be made pursuant to Section 8.5(b) shall be made as promptly as practicable but not later than two Business Days after termination of this Agreement and shall be made by wire transfer of immediately available funds to an account designated by ADP, except that any payment to be made as the result of an event described in Section 8.5(b)(i) shall be made as promptly as practicable but not later than two Business Days after the earlier to occur of the Business Combination or the execution of the definitive agreement providing for a Business C...
Expenses and Other Payments. (a) Upon and following consummation of the Transactions, except as otherwise provided in this Agreement, the Company shall pay all of its own expenses and the expenses of Contributor (to the extent not paid by or on behalf of Contributor prior to the Closing) and of the Parent Parties, in each case, as such expenses are incident to preparing for, entering into and carrying out this Agreement and the consummation of the Transactions, including, for the avoidance of doubt, the preparation for, entrance into and carrying out of the Grenadier PSA and any predecessor agreement thereto and the consummation of the transactions contemplated thereby (“Transaction Expenses”); provided, however, that notwithstanding anything herein to the contrary, the Parties agree and acknowledge that Contributor’s Transaction Expenses for which the Company shall be responsible shall include, without limitation, all Transaction Expenses of Contributor’s Affiliates. In the event this Agreement is terminated, each Party shall bear its own expenses except as otherwise provided in this Agreement.
(b) For purposes of clarification, nothing contained in this Section 10.3 shall prevent, limit, impede or otherwise impair the ability of a Party to seek, enforce or otherwise pursue any remedy available to it pursuant to Section 11.11 at any time prior to valid termination of this Agreement pursuant to this Article X.
Expenses and Other Payments. Except as otherwise provided herein and in the Merger Agreement, all fees and expenses incurred in connection with the Merger, the Merger Agreement and any other transactions contemplated thereby will be paid by the party incurring such fees and expenses, except that the Company will pay all expenses relating to the printing, filing and mailing of the Proxy Statement and all other related regulatory filing fees. Under the Merger Agreement, in the event the Merger Agreement is terminated under clauses A or B under "Termination" above and certain conditions described in "Conditions to the Obligations of Merger Sub" have not been satisfied, or under clauses D, F or G in "THE MERGER AGREEMENT -- TERMINATION" above, on the date of such termination, the Company will pay Saw Mill by wire transfer of immediately available funds an amount (such amount, the "Saw Mill Reimbursable Expenses") in cash equal to the lesser of: - the total amount of the costs, fees and expenses of counsel, accountants, financial advisors and other experts and advisors as well as fees and expenses incident to the negotiation, preparation and execution of the Merger Agreement and the attempted financing and completion of the transactions contemplated by the Merger Agreement, including investment banking and commitment fees, the related documentation and the shareholders' meeting and consents ("Costs"), including without limitation, the legal fees of the providers of the Commitment Letters, and out-of-pocket expenses; and - $1,500,000. Under the Merger Agreement, in the event the Merger Agreement is terminated under clause E in the "TERMINATION" above, Saw Mill, Parent or Merger Sub will pay the Company by wire transfer of immediately available funds an amount (such amount, the "Company Reimbursable Expenses") in cash equal to the lesser of: - the aggregate amount of Costs incurred in connection with pursuing the transactions contemplated by the Merger Agreement, and out-of-pocket expenses; and - $1,500,000. Under the Merger Agreement, in the event the Merger Agreement is terminated by Merger Sub or the Company under clauses D or G of "TERMINATION" above, on the date of such termination, the Company will pay Saw Mill by wire transfer of immediately available funds a payment in the amount (such amount, the "Termination Fee") equal to $6.7 million minus the amount of Saw Mill Reimbursable Expenses, if any, paid by the Company on or prior to the date of such termination. If the Merger Agreement...
Expenses and Other Payments. Except as otherwise provided in this Agreement, each Party shall pay its own expenses incident to preparing for, entering into and carrying out this Agreement and the consummation of the transactions contemplated by this Agreement, whether or not such transactions shall be consummated.
Expenses and Other Payments. (a) The parties to this Agreement shall, except as otherwise specifically provided herein, bear their respective expenses incurred in connection with the preparation, execution and performance of this Agreement and the transactions contemplated hereby, including, without limitation, all fees and expenses of their respective Agents.
(b) Alliance agrees that if this Agreement shall be terminated pursuant to Section 6.1(e) then Alliance shall pay to Metromedia an amount equal to $18 million plus the reimbursement of all of Metromedia's fees and expenses, including all of its legal, accounting and investment banking fees and expenses. In addition, (i) if this Agreement is terminated by Metromedia pursuant to Section 6.1(b), Alliance shall reimburse all of Metromedia's fees and expenses, including all of its reasonable legal, accounting and investment banking fees and expenses relating to the Merger or (ii) if this Agreement is terminated by Alliance pursuant to Section 6.1(b), Metromedia shall reimburse all of Alliance's fees and expenses, including all of its reasonable legal, accounting and investment banking fees and expenses relating to the Merger. Furthermore, if the Merger is not consummated solely because the condition set forth in Section 5.3(g) hereof is not satisfied or deemed to have been satisfied, Metromedia shall reimburse all of Alliance's reasonable fees and expenses in an amount not to exceed $1,250,000.
(c) Any payment required to be made pursuant to Section 7.5(b) shall be made as promptly as practicable but not later than two Business Days after termination of this Agreement and shall be made by wire transfer of immediately available funds to an account designated by Metromedia, except that any payment to be made as the result of an event described in Section 7.5(b)(i) shall be made as promptly as practicable but not later than two Business Days after the earlier to occur of the Business Combination or the execution of the definitive agreement providing for a Business Combination.
(d) For purposes of this Section 7.5, the term "Business Combination" shall mean (i) a merger, consolidation, share exchange, business combination or similar transaction involving Alliance; (ii) a sale, lease, exchange, transfer or other disposition of 50% or more of the assets of Alliance and its Subsidiaries taken as a whole, in a single transaction or series of transactions; or (iii) the acquisition by any Person or "group" (as defined in Section 13(d) of the E...
Expenses and Other Payments. (a) Except as otherwise provided in this Section 8.3, each party shall pay its own expenses incident to preparing for, entering into and carrying out this Agreement and the consummation of the Transactions, whether or not the Merger shall be consummated.
(b) If (i) Parent terminates this Agreement pursuant to Section 8.1(c) (Company Change of Recommendation), then the Company shall pay Parent the Company Termination Fee in cash by wire transfer of immediately available funds (to an account designated by Parent) no later than two (2) Business Days after notice of termination of this Agreement, or (ii) the Company terminates this Agreement pursuant to Section 8.1(d)(ii) (Company Superior Proposal), then the Company shall pay Parent the Company Termination Fee in cash by wire transfer of immediately available funds (to an account designated by Parent) concurrently with notice of termination of this Agreement.
(c) If the Company terminates this Agreement pursuant to Section 8.1(d)(i) (Parent Change of Recommendation), then Parent shall pay the Company the Parent Termination Fee in cash by wire transfer of immediately available funds (to an account designated by the Company) no later than two (2) Business Days after notice of termination of this Agreement.
