Common use of Expenses and Other Payments Clause in Contracts

Expenses and Other Payments. (a) Except as otherwise specifically provided herein, the parties to this Agreement shall 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) RCPI agrees that if this Agreement shall be terminated pursuant to: (i) Section 6.1(b)(i), 6.1(f) or 6.1(g) and within 30 months after the date on which this Agreement is terminated RCPI shall consummate an Alternate Transaction; or (ii) Section 6.1(d) (if (x) each of Parent, Sub, GSMC and each of the Investors is not in material breach of any covenant, representation or warranty; (y) each of Parent, Sub and each of the Investors is ready, willing and able to consummate the Merger; and (z) each of Parent, Sub, GSMC and each of the Investors has satisfied in all material respects the conditions set forth in Section 5.3 applicable to it) or 6.1(e) and (A) at the time this Agreement is terminated there shall exist an Alternate Transaction Proposal or any Person shall have publicly announced its intention to make an Alternate Transaction Proposal and (B) within 30 months after the date on which this Agreement is terminated RCPI shall consummate an Alternate Transaction; then RCPI shall pay to Parent an amount equal to $6.5 million less any amounts paid to Parent pursuant to Section 7.5(c). (c) RCPI agrees that if this Agreement shall be terminated pursuant to Section 6.1(e), then RCPI shall pay to Parent an amount equal to $2.925 million. (d) In addition, RCPI agrees that if this Agreement shall be terminated pursuant to Section 6.1 (other than Section 6.1(c)), then RCPI shall pay to Parent all expenses up to an aggregate amount of $2.5 million incurred by Parent, Sub and the Investors 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. (e) Any payment required to be made pursuant to Section 7.5(b) shall be made concurrently with the consummation of the applicable Alternate Transaction, and any payment required to be made pursuant to Section 7.5(c) or (d) shall be made promptly following any termination to which Section 7.5(c) or (d), as the case may be, applies.

Expenses and Other Payments. (a) Except as otherwise specifically provided hereinset forth in this Section 7.05, the parties to this Agreement shall bear their respective expenses all Expenses incurred by Company in connection with the preparationnegotiation, execution and performance of this Agreement and or any of the transactions contemplated herebyhereby shall be borne solely and entirely by Company, and all Expenses incurred by Holdings in connection with the negotiation, execution and performance of this Agreement or any of the transactions contemplated hereby shall be borne solely and entirely by Holdings; provided, however, that Expenses borne by Holdings shall not include any out-of-pocket expenses of counsel and advisors to Fishxx xx counsel and advisors to the estate of Petex X. Xxxxxx. (b) Holdings and Company agree that if this Agreement is terminated by Company pursuant to Sections 7.01(c), (d) or (h) or by Holdings pursuant to Sections 7.01(c), (d) or (f), and at or prior to such termination there exists a Company Competing Transaction and prior to or within 12 months of such termination, Company recommends or enters into a letter of intent or definitive agreement for, or consummates, a Company Competing Transaction, Company shall pay to Holdings a termination fee equal to $3,000,000, plus all documented out-of-pocket Expenses (including, without limitation, all fees and expenses of their respective Agents. (bcounsel, accountants, investment bankers, experts and consultants to a party hereto and its affiliates) RCPI agrees that if this Agreement shall be terminated pursuant to: (i) Section 6.1(b)(i), 6.1(f) or 6.1(g) and within 30 months after the date on which this Agreement is terminated RCPI shall consummate an Alternate Transaction; or (ii) Section 6.1(d) (if (x) each of Parent, Sub, GSMC and each of the Investors is not in material breach of any covenant, representation or warranty; (y) each of Parent, Sub and each of the Investors is ready, willing and able to consummate the Merger; and (z) each of Parent, Sub, GSMC and each of the Investors has satisfied in all material respects the conditions set forth in Section 5.3 applicable to it) or 6.1(e) and (A) at the time this Agreement is terminated there shall exist an Alternate Transaction Proposal or any Person shall have publicly announced its intention to make an Alternate Transaction Proposal and (B) within 30 months after the date on which this Agreement is terminated RCPI shall consummate an Alternate Transaction; then RCPI shall pay to Parent an amount equal to $6.5 million less any amounts paid to Parent pursuant to Section 7.5(c). (c) RCPI agrees that if this Agreement shall be terminated pursuant to Section 6.1(e), then RCPI shall pay to Parent an amount equal to $2.925 million. (d) In addition, RCPI agrees that if this Agreement shall be terminated pursuant to Section 6.1 (other than Section 6.1(c)), then RCPI shall pay to Parent all expenses up to an aggregate amount of $2.5 million incurred by Parent, Sub and the Investors Holdings 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 Agentsby this Agreement in an amount not to exceed $750,000. (ec) Holdings and Company agree that if this Agreement is terminated (i) by Holdings pursuant to Section 7.01(e), subject to the provision in Section 7.02 regarding willful breach, Company shall reimburse all of Holdings' Expenses relating to the Merger in an amount not to exceed $1,000,000; provided, however, that Expenses borne by Holdings shall not include any out-of-pocket expenses of counsel and advisors to Fishxx xx counsel and advisors to the estate of Petex X. Xxxxxx, xx (ii) by Company pursuant to Section 7.01(g), subject to the provision in Section 7.02 regarding willful breach, Holdings shall reimburse all of Company's Expenses relating to the Merger in an amount not to exceed $1,000,000. 76 (d) Any payment required to be made pursuant to Section 7.5(b7.05(b) shall be made concurrently contemporaneously with the consummation recommendation, execution of a letter of intent or definitive agreement or consummation, as applicable, of the applicable Alternate Company Competing Transaction, and any shall be made by wire transfer of immediately available funds to an account designated by Holdings. (e) Any filing fees under the HSR Act shall be shared equally by Holdings and Company. (f) Company and Holdings acknowledge that the agreements contained in this Section 7.05 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Holdings and Company would not enter into this Agreement; accordingly, if either Company or Holdings fails to pay promptly the amount due pursuant to this Section 7.05, and, in order to obtain such payment, the other party commences a suit which results in a judgment against Company or Holdings for such amount, Company shall pay to Holdings or Holdings shall pay to Company Expenses in connection with such suit, together with interest on the amount of such amount at the prime rate of Bank of America in effect on the date such payment was required to be made pursuant to Section 7.5(c) or (d) shall be made promptly following any termination to which Section 7.5(c) or (d), as the case may be, appliesmade.

Expenses and Other Payments. (a) Except The parties to this Agreement shall, except as otherwise specifically provided herein, the parties to this Agreement shall bear their respective costs expenses incurred in connection with the preparation, execution and performance of this Agreement and the transactions contemplated herebyconsummation of the Transactions, including, without limitation, all fees and expenses of their respective Agents. (b) RCPI The Company agrees that if this Agreement shall be terminated pursuant to: (i) Section 6.1(b)(i), 6.1(f) or 6.1(g7.1(d) and within 30 months after the date on which this Agreement is terminated RCPI shall consummate either (A) an Alternate TransactionTransaction was publicly announced prior to such termination or (B) an Alternate Transaction is consummated, or a definitive agreement with respect thereto is executed, by the Company or any of its Affiliates following such termination and on or prior to the 12 month anniversary of such termination; or (ii) Section 6.1(d) (if (x) each of Parent, Sub, GSMC and each of the Investors is not in material breach of any covenant, representation or warranty; (y) each of Parent, Sub and each of the Investors is ready, willing and able to consummate the Merger; and (z) each of Parent, Sub, GSMC and each of the Investors has satisfied in all material respects the conditions set forth in Section 5.3 applicable to it7.1(e) or 6.1(e) and (A) at the time this Agreement is terminated there shall exist an Alternate Transaction Proposal or any Person shall have publicly announced its intention to make an Alternate Transaction Proposal and (B) within 30 months after the date on which this Agreement is terminated RCPI shall consummate an Alternate Transaction7.1(f); then RCPI the Company shall pay to ISN $5,545,809 (the "Termination Fee") and shall reimburse each of Parent an amount equal to $6.5 million less any amounts paid to Parent pursuant to Section 7.5(c). (c) RCPI agrees that if this Agreement shall be terminated pursuant to Section 6.1(e), then RCPI shall pay to Parent an amount equal to $2.925 million. (d) In addition, RCPI agrees that if this Agreement shall be terminated pursuant to Section 6.1 (other than Section 6.1(c)), then RCPI shall pay to Parent and its Affiliates for all of their respective costs and expenses up to an aggregate amount of $2.5 million incurred by Parent, Sub and the Investors in connection with the preparation, execution and performance of this Agreement Agreement, the other Transaction Documents and the transactions contemplated herebyTransactions, including, without limitation, including all fees and expenses of each of their respective Agents. (ec) Any payment required to be made pursuant to Section 7.5(b8.3(b) shall be made concurrently with the consummation termination of the applicable Alternate Transactionthis Agreement and shall be made by wire transfer of immediately available funds to an account designated by ISN, and except that any payment required to be made pursuant to solely as the result of Section 7.5(c) or (d8.3(b)(i)(B) shall be made upon the earlier to occur of the consummation of the Alternate Transaction or the execution of the definitive agreement providing for the Alternate Transaction. The Company acknowledges that the agreements contained in Section 8.3 are an integral part of the transaction contemplated by this Agreement, and that, without these agreements, Parent would not have entered into this Agreement. Accordingly, if the Company fails to pay promptly following any amounts due pursuant to Section 8.3 and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the fee or expense reimbursement set forth in this Section 8.3, the Company shall pay to Parent its cost and expenses (including attorneys' fees) in connection with such suit, together with interest from the date of termination of this Agreement on the amounts so owed at the prime rate of Chase Manhattan Bank in effect from time to which Section 7.5(c) or time during such period plus four percent (d4%), as the case may be, applies.

Expenses and Other Payments. (a) Except The parties to this Agreement shall, except as otherwise specifically provided herein, the parties to this Agreement shall 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) RCPI VCAM agrees that if this Agreement shall be terminated pursuant to: (i) Section 6.1(b)(i7.1(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), 6.1(fis not cured, and (B) or 6.1(g) and within 30 12 months after the date on which of termination of this Agreement is terminated RCPI Agreement, a Business Combination (as hereinafter defined) shall consummate an Alternate Transaction; orhave occurred or VCAM shall have entered into a definitive agreement providing for a Business Combination; (ii) Section 6.1(d7.1(d) (if (x) each and the Board of Parent, Sub, GSMC and each Directors of VCAM shall have on or prior to the date of the Investors is not Stockholders' Meeting withdrawn, modified or changed the Recommendation in material breach of a manner adverse to ADP or shall have resolved to do any covenant, representation or warranty; (y) each of Parent, Sub and each of the Investors is ready, willing and able to consummate the Merger; and (z) each of Parent, Sub, GSMC and each foregoing or any of the Investors has satisfied stockholders that are a party to the Voting Agreement shall not have voted in all material respects favor of the conditions set forth Merger at the Stockholders Meeting; or (iii) Section 7.1(f); then, in Section 5.3 applicable to itthe case of clauses (i), (ii) or 6.1(e) and (A) at the time this Agreement is terminated there shall exist an Alternate Transaction Proposal or any Person shall have publicly announced its intention to make an Alternate Transaction Proposal and (B) within 30 months after the date on which this Agreement is terminated RCPI shall consummate an Alternate Transaction; then RCPI iii), VCAM shall pay to Parent ADP an amount equal to $6.5 million less any amounts paid 8,500,000 (which amount, in the case of clause (i) to Parent pursuant to Section 7.5(cthe extent such termination results from a material breach of a representation or warranty that is not wilful, or clauses (ii) and (iii). (c) RCPI agrees that if this Agreement , shall be terminated pursuant to Section 6.1(e), then RCPI shall pay to Parent an amount equal to $2.925 million. (d) In addition, RCPI agrees that if this Agreement ADP's sole remedy hereunder and shall be terminated pursuant deemed to Section 6.1 (other than Section 6.1(c)), then RCPI shall pay to Parent include the reimbursement of all of ADP's out-of-pocket fees and expenses up to an aggregate amount of $2.5 million incurred by Parent, Sub and the Investors in connection with the preparation, execution and performance of this Agreement and the transactions contemplated hereby, hereby including, without limitation, all legal, accounting and investment banking fees and expenses of their respective Agentsexpenses). (ec) Any payment required to be made pursuant to Section 7.5(b8.5(b) shall be made concurrently with the consummation as promptly as practicable but not later than two Business Days after termination of the applicable Alternate Transactionthis Agreement and shall be made by wire transfer of immediately available funds to an account designated by ADP, and except that any payment required to be made pursuant to as the result of an event described in Section 7.5(c) or (d8.5(b)(i) shall be made as promptly following any termination as practicable but not later than two Business Days after the earlier to which 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(c8.5, the term "Business Combination" shall mean (i) a merger, consolidation, share exchange, business combination or similar transaction involving VCAM; (ii) a sale, lease, exchange, transfer or other disposition of 50% or more of the assets of VCAM and its Subsidiaries taken as a whole, in a single transaction or series of transactions; or (d), iii) the acquisition by any Person or "group" (as defined in Section 13(d) of the case may be, appliesExchange Act and the rules and regulations thereunder) of "beneficial ownership" of 50% or more of VCAM Common Stock whether by tender offer or exchange offer or otherwise.

Expenses and Other Payments. (a) Except The parties to this Agreement shall, except as otherwise specifically provided herein, the parties to this Agreement shall bear their respective costs expenses incurred in connection with the preparation, execution and performance of this Agreement and the transactions contemplated herebyconsummation of the Transactions, including, without limitation, all fees and expenses of their respective Agents. (b) RCPI The Company agrees that if this Agreement shall be terminated pursuant to: (i) Section 6.1(b)(i), 6.1(f) or 6.1(g7.1(d) and within 30 months after the date on which this Agreement is terminated RCPI shall consummate either (A) an Alternate TransactionTransaction was publicly announced prior to such termination or (B) an Alternate Transaction is consummated, or a definitive agreement with respect thereto is executed, by the Company or any of its Affiliates following such termination and on or prior to the 12 month anniversary of such termination; or (ii) Section 6.1(d) (if (x) each of Parent, Sub, GSMC and each of the Investors is not in material breach of any covenant, representation or warranty; (y) each of Parent, Sub and each of the Investors is ready, willing and able to consummate the Merger; and (z) each of Parent, Sub, GSMC and each of the Investors has satisfied in all material respects the conditions set forth in Section 5.3 applicable to it7.1(e) or 6.1(e) and (A) at the time this Agreement is terminated there shall exist an Alternate Transaction Proposal or any Person shall have publicly announced its intention to make an Alternate Transaction Proposal and (B) within 30 months after the date on which this Agreement is terminated RCPI shall consummate an Alternate Transaction7.1(f); then RCPI the Company shall pay to ISN $5,545,809 (the "TERMINATION FEE") and shall reimburse each of ISN, Parent an amount equal to $6.5 million less any amounts paid to Parent pursuant to Section 7.5(c). (c) RCPI agrees that if this Agreement shall be terminated pursuant to Section 6.1(e), then RCPI shall pay to Parent an amount equal to $2.925 million. (d) In addition, RCPI agrees that if this Agreement shall be terminated pursuant to Section 6.1 (other than Section 6.1(c)), then RCPI shall pay to Parent and its Affiliates for all of their respective costs and expenses up to an aggregate amount of $2.5 million incurred by Parent, Sub and the Investors in connection with the preparation, execution and performance of this Agreement Agreement, the other Transaction Documents and the transactions contemplated herebyTransactions, including, without limitation, including all fees and expenses of each of their respective Agents. (ec) Any payment required to be made pursuant to Section 7.5(b8.3(b) shall be made concurrently with the consummation termination of the applicable Alternate Transactionthis Agreement and shall be made by wire transfer of immediately available funds to an account designated by ISN, and except that any payment required to be made pursuant to solely as the result of Section 7.5(c) or (d8.3(b)(i)(B) shall be made upon the earlier to occur of the consummation of the Alternate Transaction or the execution of the definitive agreement providing for the Alternate Transaction. The Company acknowledges that the agreements contained in Section 8.3 are an integral part of the transaction contemplated by this Agreement, and that, without these agreements, ISN and Parent would not have entered into this Agreement. Accordingly, if the Company fails to pay promptly following any amounts due pursuant to Section 8.3 and, in order to obtain such payment, ISN or Parent commences a suit which results in a judgment against the Company for the fee or expense reimbursement set forth in this Section 8.3, the Company shall pay to ISN and Parent their respective costs and expenses (including attorneys' fees) in connection with such suit, together with interest from the date of termination of this Agreement on the amounts so owed at the prime rate of Chase Manhattan Bank in effect from time to which Section 7.5(c) or time during such period plus four percent (d4%), as the case may be, applies.

Expenses and Other Payments. (a) Except The parties to this Agreement shall, except as otherwise specifically provided herein, the parties to this Agreement shall 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) RCPI VCAM agrees that if this Agreement shall be terminated pursuant to: (i) Section 6.1(b)(i7.1(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), 6.1(fis not cured, and (B) or 6.1(g) and within 30 12 months after the date on which of termination of this Agreement is terminated RCPI Agreement, a Business Combination (as hereinafter defined) shall consummate an Alternate Transaction; orhave occurred or VCAM shall have entered into a definitive agreement providing for a Business Combination; (ii) Section 6.1(d7.1(d) (if (x) each and the Board of Parent, Sub, GSMC and each Directors of VCAM shall have on or prior to the date of the Investors is not Stockholders' Meeting withdrawn, modified or changed the Recommendation in material breach of a manner adverse to ADP or shall have resolved to do any covenant, representation or warranty; (y) each of Parent, Sub and each of the Investors is ready, willing and able to consummate the Merger; and (z) each of Parent, Sub, GSMC and each foregoing or any of the Investors has satisfied stockholders that are a party to the Voting Agreement shall not have voted in all material respects favor of the conditions set forth Merger at the Stockholders Meeting; or (iii) Section 7.1(f); then, in Section 5.3 applicable to itthe case of clauses (i), (ii) or 6.1(e) and (A) at the time this Agreement is terminated there shall exist an Alternate Transaction Proposal or any Person shall have publicly announced its intention to make an Alternate Transaction Proposal and (B) within 30 months after the date on which this Agreement is terminated RCPI shall consummate an Alternate Transaction; then RCPI iii), VCAM shall pay to Parent ADP an amount equal to $6.5 million less any amounts paid 8,500,000 (which amount, in the case of clause (i) to Parent pursuant to Section 7.5(cthe extent such termination results from a material breach of a representation or warranty that is not wilful, or clauses (ii) and (iii). (c) RCPI agrees that if this Agreement , shall be terminated pursuant to Section 6.1(e), then RCPI shall pay to Parent an amount equal to $2.925 million. (d) In addition, RCPI agrees that if this Agreement ADP's sole remedy hereunder and shall be terminated pursuant deemed to Section 6.1 (other than Section 6.1(c)), then RCPI shall pay to Parent include the reimbursement of all of ADP's out-of-pocket fees and expenses up to an aggregate amount of $2.5 million incurred by Parent, Sub and the Investors in connection with the preparation, execution and performance of this Agreement and the transactions contemplated hereby, hereby including, without limitation, all legal, accounting and investment banking fees and expenses of their respective Agentsexpenses). (ec) Any payment required to be made pursuant to Section 7.5(b8.5(b) shall be made concurrently with the consummation as promptly as practicable but not later than two Business Days after termination of the applicable Alternate Transactionthis Agreement and shall be made by wire transfer of immediately available funds to an account designated by ADP, and except that any payment required to be made pursuant to as the result of an event described in Section 7.5(c) or (d8.5(b)(i) shall be made as promptly following any termination as practicable but not later than two Business Days after the earlier to which 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(c8.5, the term "BUSINESS COMBINATION" shall mean (i) a merger, consolidation, share exchange, business combination or similar transaction involving VCAM; (ii) a sale, lease, exchange, transfer or other disposition of 50% or more of the assets of VCAM and its Subsidiaries taken as a whole, in a single transaction or series of transactions; or (d), iii) the acquisition by any Person or "group" (as defined in Section 13(d) of the case may be, appliesExchange Act and the rules and regulations thereunder) of "beneficial ownership" of 50% or more of VCAM Common Stock whether by tender offer or exchange offer or otherwise.

Expenses and Other Payments. (a) Except as otherwise specifically provided herein, the parties to this Agreement shall bear their respective expenses incurred in connection with the preparationprepara- tion, execution and performance of this Agreement and the transactions contemplated hereby, including, without limitationlimita- tion, all fees and expenses of their respective Agents. (b) RCPI agrees that if this Agreement shall be terminated pursuant to: (i) Section 6.1(b)(i), 6.1(f) or 6.1(g) and within 30 months after the date on which this Agreement is terminated RCPI shall consummate an Alternate Transaction; or (ii) Section 6.1(d) (if (x) each of Parent, Sub, GSMC and each of the Investors is not in material breach of any covenant, representation or warranty; (y) each of Parent, Sub and each of the Investors is ready, willing and able to consummate the Merger; and (z) each of Parent, Sub, GSMC and each of the Investors has satisfied in all material respects the conditions set forth in Section 5.3 applicable to it) or 6.1(e) and (A) at the time this Agreement is terminated there shall exist an Alternate Transaction Proposal or any Person shall have publicly announced its intention to make an Alternate Transaction Proposal and (B) within 30 months after the date on which this Agreement is terminated RCPI shall consummate an Alternate Transaction; then RCPI shall pay to Parent an amount equal to $6.5 million less any amounts paid to Parent pursuant to Section 7.5(c). (c) RCPI agrees that if this Agreement shall be terminated pursuant to Section 6.1(e), then RCPI shall pay to Parent an amount equal to $2.925 million. (d) In addition, RCPI agrees that if this Agreement shall be terminated pursuant to Section 6.1 (other than Section 6.1(c)), then RCPI shall pay to Parent all expenses up to an aggregate amount of $2.5 million incurred by Parent, Sub and the Investors 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. (e) Any payment required to be made pursuant to Section 7.5(b) shall be made concurrently with the consummation of the applicable Alternate Transaction, and any payment required to be made pursuant to Section 7.5(c) or (d) shall be made promptly following any termination to which Section 7.5(c) or (d), as the case may be, applies.

Expenses and Other Payments. (a) Except The parties to this Agreement shall, except as otherwise specifically provided herein, the parties to this Agreement shall 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; provided, however, that (i) the filing fee applicable to the HSR Act and (ii) the printing and mailing costs associated with delivery of the Proxy Statement and Registration Statement to the GEXA stockholders shall be shared between GEXA and FPL Group. (b) RCPI GEXA agrees that if this Agreement shall be terminated pursuant to: (i) Section 6.1(b)(i), 6.1(f) or 6.1(g7.1(e) and within 30 12 months after the date on which of termination of this Agreement is terminated RCPI Agreement, a Business Combination (as hereinafter defined) shall consummate an Alternate Transaction; orhave occurred or GEXA shall have entered into a definitive agreement providing for a Business Combination; (ii) Section 6.1(d7.1(g); (iii) Section 7.1(h); or (if (xiv) each of ParentSection 7.1(b) if, Sub, GSMC and each of the Investors is not in material breach of any covenant, representation or warranty; (y) each of Parent, Sub and each of the Investors is ready, willing and able to consummate the Merger; and (z) each of Parent, Sub, GSMC and each of the Investors has satisfied in all material respects the conditions set forth in Section 5.3 applicable to it) or 6.1(e) and (A) at the time this Agreement is terminated there shall exist an Alternate Transaction Proposal or any Person shall have publicly announced its intention to make an Alternate Transaction Proposal and (B) within 30 12 months after the date on which of termination of this Agreement is terminated RCPI Agreement, a Business Combination (as hereinafter defined) shall consummate an Alternate Transactionhave occurred or GEXA shall have entered into a definitive agreement providing for a Business Combination; then RCPI GEXA shall pay to Parent FPL Group an amount equal to $6.5 million less any amounts paid to Parent pursuant to 3,250,000, which amount, if paid, shall, in the case of Section 7.5(c8.5(b)(i). , (cii) RCPI agrees that if this Agreement or (iii), above, be the FPL Parties’ sole remedy hereunder and shall be terminated pursuant deemed to Section 6.1(e), then RCPI shall pay to Parent an amount equal to $2.925 million. (d) In addition, RCPI agrees that if this Agreement shall be terminated pursuant to Section 6.1 (other than Section 6.1(c)), then RCPI shall pay to Parent include the reimbursement of all of the FPL Parties’ out-of-pocket fees and expenses up to an aggregate amount of $2.5 million incurred by Parent, Sub and the Investors in connection with the preparation, execution and performance of this Agreement and the transactions contemplated hereby, hereby including, without limitation, all legal, accounting and investment banking fees and expenses of their respective Agentsexpenses. (ec) Any payment required to be made pursuant to Section 7.5(b8.5(b) shall be made concurrently with the consummation as promptly as practicable but not later than two Business Days after termination of the applicable Alternate Transactionthis Agreement and shall be made by wire transfer of immediately available funds to an account designated by Holdings, and except that any payment required to be made pursuant to as the result of an event described in Section 7.5(c8.5(b)(i) or (div) shall be made as promptly following any termination as practicable, but not later than two Business Days after the earlier to which 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(c8.5, the term “Business Combination” shall mean (i) a merger, consolidation, share exchange, business combination or similar transaction involving GEXA; (ii) a sale, lease, exchange, transfer or other disposition of 50% or more of the assets of GEXA and/or its Subsidiaries taken as a whole, in a single transaction or series of transactions; or (d), iii) the acquisition by any Person or “group” (as defined in Section 13(d) of the case may be, appliesExchange Act and the rules and regulations thereunder) of “beneficial ownership” of 50% or more of the GEXA Common Stock whether by tender offer or exchange offer or otherwise.