Common use of Expenses and Other Payments Clause in Contracts

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) Subject The parties to paragraph (b) of this Section 9.05Agreement shall, all costs and except as otherwise specifically provided herein, bear their respective expenses (including any expenses related to any claims or litigation incurred in connection with the preparation, execution and performance of this Agreement and the transactions contemplated by this Agreement, or any settlement thereof)hereby, including, without limitation, all fees and disbursements expenses 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 Companytheir respective Agents. (b) The Company agrees that if this Agreement shall be terminated pursuant to: (i) Section 6.1(e); or (ii) (A) Section 6.1(b) and such termination is the result of a material breach by the Company of any covenant, representation or warranty contained herein which is not cured and (B) within six months after the date of termination of this Agreement, a Business Combination (as hereinafter defined) shall have occurred or the Company shall have entered into a definitive agreement providing for a Business Combination; then the Company shall pay to Metromedia an amount equal to $3 million plus the reimbursement of all of Metromedia's fees and expenses, including all of its reasonable legal, accounting and investment banking fees and expenses. In addition, (i) if this Agreement is terminated by Acquisition Metromedia pursuant to clause (i) Section 6.1(b), the Company 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) of Section 9.01(f) hereof, or if this Agreement is terminated by the Company pursuant to Section 9.01(g6.1(b), Metromedia shall reimburse all of the Company's fees and expenses, including all of its reasonable legal, accounting and investment banking fees and expenses relating to the Merger. (c) hereof, at or before the time when 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 is terminated 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 Company, result of an event described in Section 7.5(b)(ii) shall be made as promptly as practicable but not later than two Business Days after the earlier to occur of the Business Combination or promptly after the execution of the definitive agreement providing for a Business Combination. (d) For purpose of this Agreement is terminated by AcquisitionSection 7.5, the Company will term "Business Combination" shall mean (i) pay Acquisition $3,500,000 ($2,625,000 if this Agreement is terminated before a merger, consolidation, share exchange, business combination or similar transaction involving the Lufthansa Supervisory Board approves this Agreement and the transactions contemplated by it), Company; (ii) reimburse Acquisition for a sale, lease, exchange, transfer or other disposition of 50% or more of the reasonable expenses incurred by Acquisition in connection with the transactions which are the subject assets of this Agreement for which the Company has received reasonable supporting documentationand its Subsidiaries taken as a whole, and in a single transaction or series of transactions; or (iii) agree the acquisition by any Person or "group" (as defined 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 (iiSection 13(d) 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 Exchange Act and the transactions contemplated by it, rules and will not exceed $1,750,000 if this Agreement is terminated by Acquisition pursuant to clause (i) or (iiregulations thereunder) of Section 9.01(f) hereof, "beneficial ownership" of 50% or more of Company Common Stock whether by the Company pursuant to Section 9.01(g) hereof, after the Lufthansa Supervisory Board approves this Agreement and the transactions contemplated by ittender offer or exchange offer or otherwise.

Expenses and Other Payments. (a) Subject Except as otherwise provided in this Agreement or as otherwise agreed 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 writing by the parties hereto in connection with Parties, each Party shall pay its own expenses incident to preparing for, entering into and carrying out this Agreement and the transactions contemplated hereby (with respect to such partyconsummation of the Transactions, its "Expenses"), regardless of whether the Transactions shall be borne solely and entirely by the party which has incurred such costs and expensesconsummated; provided, however, that notwithstanding the foregoing, if the Closing occurs, the Buyer shall pay, and be solely responsible for, all costs and expenses related to printing and mailing the Proxy Statement shall be borne by the CompanyAssumed Seller Transaction Expenses in accordance with this Agreement. (b) The Company agrees that if If this Agreement is terminated by Acquisition pursuant to clause under circumstances that satisfy subparagraphs (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 below, then the Seller shall pay the Buyer (or its designee) the Termination Fee within two Business Days of any event specified in writing subparagraph (iii) below taking place, in cash by wire transfer of immediately available funds to reimburse Acquisitionan account designated by the Buyer: (i) either (A) the Seller or the Buyer terminates this Agreement pursuant to Section 9.1(b)(i), promptly (B) the Buyer terminates this Agreement pursuant to Section 9.1(c)(ii) or (C) the Seller terminates this Agreement pursuant to Section 9.1(b)(ii) at a time when the Buyer could have terminated this Agreement pursuant to Section 9.1(c)(ii); (ii) after the Company receives reasonable supporting documentationdate of this Agreement but on or before the date of any such termination, a Competing Proposal shall have been announced or disclosed (publicly or to the Seller or the Seller Board or a committee thereof) that was not withdrawn (with such withdrawal having been publicly disclosed if such Competing Proposal itself was publicly disclosed); and (iii) within 12 months after the date of such termination, the Seller enters into a definitive agreement with respect to such Competing Proposal (or publicly approves or recommends to the stockholders of the Seller or otherwise does not oppose, in the case of a tender or exchange offer, such Competing Proposal) or the Seller consummates such Competing Proposal. For purposes of this Section 9.3(b), (A) except with respect to the immediately succeeding clause (B), any reference in the definition of Competing Proposal to “20% or more” shall be deemed to be a reference to “more than 50%,” and (B) in the event that the Seller or one or more of its Subsidiaries enters into a definitive agreement with respect to multiple Competing Proposals (or publicly approves or recommends to the stockholders of the Seller or otherwise does not oppose, in the case of a tender or exchange offer, multiple Competing Proposals) or the Seller consummates multiple Competing Proposals, for additional reasonable expenses which were purposes of subparagraph (iii) above, such Competing Proposals shall, without duplication, be aggregated and deemed one Competing Proposal. (c) If the Buyer terminates this Agreement pursuant to Section 9.1(c)(i), then the Seller shall pay the Buyer (or are incurred its designee) the Termination Fee, in each case, in cash by Acquisition in connection with wire transfer of immediately available funds to an account designated by the transactions which are the subject Buyer no later than two Business Days after notice of termination 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) Subject Except as otherwise provided in this Agreement or as otherwise agreed to paragraph in writing by the Parties, each Party shall pay its own expenses incident to preparing for, entering into and carrying out this Agreement and the consummation of the Transactions, regardless of whether the Merger shall be consummated. (b) of If this Section 9.05, all costs and expenses Agreement is terminated under circumstances that satisfy clauses (including any expenses related to any claims or litigation in connection with the transactions contemplated by this Agreement, or any settlement thereofi), including(ii) and (iii) below, without limitationthen the Company shall pay Parent (or its designee) the Termination Fee within two Business Days of any event specified in clause (iii) below taking place, fees and disbursements in cash by wire transfer of counselimmediately available funds to an account designated by Parent: (i) Either (A) the Company or Parent terminates this Agreement pursuant to Section 10.1(b)(i) or (B) Parent terminates this Agreement pursuant to Section 10.1(c)(ii); (ii) on or before the date of any such termination, financial advisors and accountants and other out-of-pocket expenses, incurred a Competing Proposal shall have been announced or disclosed (publicly or to be incurred by the parties hereto in connection with Company or the transactions contemplated hereby Company Board) that was not withdrawn; and (iii) within 12 months after the date of such termination, the Company enters into a definitive agreement with respect to such partyCompeting Proposal (or publicly approves or recommends to the stockholders of the Company or otherwise does not oppose, its "Expenses"in the case of a tender or exchange offer, such Competing Proposal) or the Company consummates such Competing Proposal), shall be borne solely and entirely by the party which has incurred such costs and expenses; provided, however, that all costs if Parent terminates this Agreement pursuant to Section 10.1(c)(ii) resulting from any Willful and expenses related to printing and mailing the Proxy Statement Material Breach, this clause (iii) shall be borne satisfied if within 12 months after the date of such termination, the Company enters into a definitive agreement with respect to any Competing Proposal (or publicly approves or recommends to the stockholders of the Company or otherwise does not oppose, in the case of a tender or exchange offer, any Competing Proposal) or the Company consummates any Competing Proposal (in each case whether or not such Competing Proposal is the same as the original Competing Proposal announced or disclosed). For purposes of this Section 10.3(b), any reference in the definition of Competing Proposal to “15% or more” shall be deemed to be a reference to “more than 50%.” (c) If Parent terminates this Agreement pursuant to Section 10.1(c)(i) or Section 10.1(c)(iii), then the Company shall pay Parent (or its designee) the Termination Fee, in each case, in cash by the Companywire transfer of immediately available funds to an account designated by Parent no later than two Business Days after notice of termination of this Agreement. (bd) If the Company terminates this Agreement pursuant to Section 10.1(d)(i), then the Company shall pay Parent (or its designee) the Termination Fee in cash by wire transfer of immediately available funds to an account designated by Parent contemporaneously with such termination of this Agreement. (e) The Company agrees that if this Agreement is terminated by Acquisition pursuant to clause Parties acknowledge (i) or (ii) that the agreements contained in this Section 10.3 are an integral part 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)Transactions, (ii) reimburse Acquisition that the Termination Fee is not a penalty, but a reasonable amount that will compensate Parent and Merger Sub in the circumstances in which such payment is payable for the reasonable expenses incurred by Acquisition in connection with the transactions which are the subject of efforts and resources expended and opportunities forgone while negotiating this Agreement for which and in reliance on this Agreement and on the Company has received reasonable supporting documentation, expectation of the consummation of the Transactions and (iii) agree in writing to reimburse Acquisitionthat, promptly after without these agreements, the Parties would not enter into this Agreement; accordingly, if the Company receives fails to timely pay any amount due pursuant to this Section 10.3, and, in order to obtain the payment, Parent commences a Proceeding that results in a judgment against the Company, the Company shall pay Parent its reasonable supporting documentation, for additional and documented costs and expenses (including reasonable expenses which were or are incurred by Acquisition and documented attorneys’ fees) in connection with such suit, together with interest on such amount at the transactions which are prime rate as published in The Wall Street Journal in effect on the subject of this Agreement, provided that date such payment was required to be made through 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 itdate such payment was actually received.

Expenses and Other Payments. (a) Subject The parties to paragraph (b) of this Section 9.05Agreement shall, all costs and except as otherwise specifically provided herein, bear their respective expenses (including any expenses related to any claims or litigation incurred in connection with the preparation, execution and performance of this Agreement and the transactions contemplated by this Agreement, or any settlement thereof)hereby, including, without limitation, all fees and disbursements expenses 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 Companytheir respective Agents. (b) The Company agrees that if this Agreement shall be terminated pursuant to: (i) Section 6.1(e); or (ii) (A) Section 6.1(b) and such termination is the result of a material breach by the Company of any covenant, representation or warranty contained herein which is not cured and (B) within six months after the date of termination of this Agreement, a Business Combination (as hereinafter defined) shall have occurred or the Company shall have entered into a definitive agreement providing for a Business Combination; then the Company shall pay to Metromedia an amount equal to $3 million plus the reimbursement of all of Metromedia's fees and expenses, including all of its reasonable legal, accounting and investment banking fees and expenses. In addition, (i) if this Agreement is terminated by Acquisition Metromedia pursuant to clause (i) Section 6.1(b), the Company 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) of Section 9.01(f) hereof, or if this Agreement is terminated by the Company pursuant to Section 9.01(g6.1(b), Metromedia shall reimburse all of the Company's fees and expenses, including all of its reasonable legal, accounting and investment banking fees and expenses relating to the Merger. (c) hereof, at or before the time when 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 is terminated 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 Company, result of an event described in Section 7.5(b)(ii) shall be made as promptly as practicable but not later than two Business Days after the earlier to occur of the Business Combination or promptly after the execution of the definitive agreement providing for a Business Combination. (d) For purposes of this Agreement is terminated by AcquisitionSection 7.5, the Company will term "Business Combination" shall mean (i) pay Acquisition $3,500,000 ($2,625,000 if this Agreement is terminated before a merger, consolidation, share exchange, business combination or similar transaction involving the Lufthansa Supervisory Board approves this Agreement and the transactions contemplated by it), Company; (ii) reimburse Acquisition for a sale, lease, exchange, transfer or other disposition of 50% or more of the reasonable expenses incurred by Acquisition in connection with the transactions which are the subject assets of this Agreement for which the Company has received reasonable supporting documentationand its Subsidiaries taken as a whole, and in a single transaction or series of transactions; or (iii) agree the acquisition by any Person or "group" (as defined 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 (iiSection 13(d) 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 Exchange Act and the transactions contemplated by it, rules and will not exceed $1,750,000 if this Agreement is terminated by Acquisition pursuant to clause (i) or (iiregulations thereunder) of Section 9.01(f) hereof, "beneficial ownership" of 50% or more of Company Common Stock whether by the Company pursuant to Section 9.01(g) hereof, after the Lufthansa Supervisory Board approves this Agreement and the transactions contemplated by ittender offer or exchange offer or otherwise.

Expenses and Other Payments. (a) Subject Except as otherwise provided in this Agreement or as otherwise agreed to paragraph in writing by the Parties, each Party shall pay its own expenses incident to preparing for, entering into and carrying out this Agreement and the consummation of the Transactions, regardless of whether the Merger shall be consummated. (b) of If this Section 9.05, all costs and expenses Agreement is terminated under circumstances that satisfy clauses (including any expenses related to any claims or litigation in connection with the transactions contemplated by this Agreement, or any settlement thereofi), including(ii) and (iii) below, without limitationthen the Company shall pay Parent (or its designee) the Termination Fee within two Business Days of any event specified in clause (iii) below taking place, fees and disbursements in cash by wire transfer of counselimmediately available funds to an account designated by Parent: (i) Either (A) the Company or Parent terminates this Agreement pursuant to Section 10.1(b)(i) or (B) Parent terminates this Agreement pursuant to Section 10.1(c)(ii); (ii) on or before the date of any such termination, financial advisors and accountants and other out-of-pocket expenses, incurred a Competing Proposal shall have been announced or disclosed (publicly or to be incurred by the parties hereto in connection with Company or the transactions contemplated hereby Company Board) that was not withdrawn; and (iii) within 12 months after the date of such termination, the Company enters into a definitive agreement with respect to such partyCompeting Proposal (or publicly approves or recommends to the stockholders of the Company or otherwise does not oppose, its "Expenses"in the case of a tender or exchange offer, such Competing Proposal) or the Company consummates such Competing Proposal), 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 Parent terminates 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(g10.1(c)(ii) hereofresulting from any Willful and Material Breach, at or before this clause (iii) shall be satisfied if within 12 months after the time when this Agreement is terminated by the Company, or promptly after this Agreement is terminated by Acquisitiondate of such termination, the Company will enters into a definitive agreement with respect to any Competing Proposal (ior publicly approves or recommends to the stockholders of the Company or otherwise does not oppose, in the case of a tender or exchange offer, any Competing Proposal) pay Acquisition $3,500,000 or the Company consummates any Competing Proposal ($2,625,000 if in each case whether or not such Competing Proposal is the same as the original Competing Proposal announced or disclosed). For purposes of this Section 10.3(b), any reference in the definition of Competing Proposal to “15% or more” shall be deemed to be a reference to “more than 50%.” (c) If Parent terminates this Agreement is terminated before the Lufthansa Supervisory Board approves this Agreement and the transactions contemplated by itpursuant to Section 10.1(c)(i) or Section 10.1(c)(iii), (ii) reimburse Acquisition for the reasonable expenses incurred by Acquisition in connection with the transactions which are the subject of this Agreement for which then the Company has received reasonable supporting documentationshall pay Parent (or its designee) the Termination Fee, and (iii) agree in writing each case, in cash by wire transfer of immediately available funds to reimburse Acquisition, promptly an account designated by Parent no later than two Business Days 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 notice of termination 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.