Common use of Expenses and Other Payments Clause in Contracts

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(ii) Section 7.1(d) and the Board of Directors of VCAM shall have on or prior to the date of the Stockholders' Meeting withdrawn, modified or changed the Recommendation in a manner adverse to ADP or shall have resolved to do any of the foregoing or any of the stockholders that are a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 Combination. (d) For purposes of this Section 8.5, 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 (iii) the acquisition by any Person or "group" (as defined in Section 13(d) of the Exchange 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) The parties to this Agreement shall, except Except as otherwise specifically provided herein, the parties to this Agreement shall bear their respective expenses incurred in connection with the prepara- tion, execution and performance of this Agreement and the transactions contemplated hereby, including, without limita- 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. (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). (ce) Any payment required to be made pursuant to Section 8.5(b7.5(b) shall be made as promptly as practicable but not later than two Business Days after termination concurrently with the consummation of this Agreement the applicable Alternate Transaction, and shall be made by wire transfer of immediately available funds to an account designated by ADP, except that any payment required to be made as the result of an event described in pursuant to Section 8.5(b)(i7.5(c) or (d) shall be made as promptly as practicable but not later than two Business Days after the earlier following any termination to occur of the Business Combination which Section 7.5(c) or the execution of the definitive agreement providing for a Business Combination. (d) For purposes of this Section 8.5), as the term "Business Combination" shall mean (i) a mergercase may be, 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 (iii) the acquisition by any Person or "group" (as defined in Section 13(d) of the Exchange 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 otherwiseapplies.

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; 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) VCAM GEXA agrees that if this Agreement shall be terminated pursuant to: (i) Section 7.1(b7.1(e) 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 GEXA 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; or7.1(g); (iii) Section 7.1(f7.1(h); thenor (iv) Section 7.1(b) if, within 12 months after the date of termination of this Agreement, a Business Combination (as hereinafter defined) shall have occurred or GEXA shall have entered into a definitive agreement providing for a Business Combination; then GEXA shall pay to FPL Group an amount equal to $3,250,000, which amount, if paid, shall, in the case of clauses (iSection 8.5(b)(i), (ii) or (iii), VCAM shall pay to ADP an amount equal to $8,500,000 (which amountabove, in be 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 FPL Parties’ sole remedy hereunder and shall be deemed to include the reimbursement of all of ADP's the FPL Parties’ 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 ADPHoldings, except that any payment to be made as the result of an event described in Section 8.5(b)(i) or (iv) shall be made as promptly as practicable 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 8.5, the term "“Business Combination" ” shall mean (i) a merger, consolidation, share exchange, business combination or similar transaction involving VCAMGEXA; (ii) a sale, lease, exchange, transfer or other disposition of 50% or more of the assets of VCAM and GEXA and/or 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 Exchange Act and the rules and regulations thereunder) of "“beneficial ownership" ” of 50% or more of VCAM the GEXA Common Stock whether by tender offer or exchange offer or otherwise.

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 Combination. (d) For purposes of this Section 8.5, the term "Business CombinationBUSINESS 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 (iii) the acquisition by any Person or "group" (as defined in Section 13(d) of the Exchange 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) The parties to this Agreement shall, except as otherwise specifically provided herein, 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) VCAM The Company agrees that if this Agreement shall be terminated pursuant to: (i) Section 7.1(b7.1(d) and either (A) an Alternate Transaction was publicly announced prior to 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 Agreementan Alternate Transaction is consummated, a Business Combination (as hereinafter defined) shall have occurred or VCAM shall have entered into a definitive agreement providing for a Business Combination;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 7.1(d7.1(e) 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 then the case of clauses (i), (ii) or (iii), VCAM Company shall pay to ADP an amount equal to ISN $8,500,000 5,545,809 (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"TERMINATION FEE") and (iii)shall reimburse each of ISN, shall be ADP's sole remedy hereunder Parent and shall be deemed to include the reimbursement of its Affiliates for all of ADP's out-of-pocket fees their respective costs and expenses incurred in connection with the preparation, execution and performance of this Agreement Agreement, the other Transaction Documents and the transactions contemplated hereby includingTransactions, without limitation, legal, accounting and investment banking including all fees and expenses)expenses of each of their respective Agents. (c) Any payment required to be made pursuant to Section 8.5(b8.3(b) shall be made as promptly as practicable but not later than two Business Days after concurrently with the termination of this Agreement and shall be made by wire transfer of immediately available funds to an account designated by ADPISN, except that any payment to be made solely as the result of an event described in Section 8.5(b)(i8.3(b)(i)(B) shall be made as promptly as practicable but not later than two Business Days after upon the earlier to occur of the Business Combination 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 any amounts due pursuant to Section 8.3 and, in order to obtain such payment, ISN or Parent commences a Business Combination. 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 (dincluding attorneys' fees) For purposes in connection with such suit, together with interest from the date of termination of this Section 8.5, Agreement on the term "Business Combination" shall mean amounts so owed at the prime rate of Chase Manhattan Bank in effect from time to time during such period plus four percent (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 (iii) the acquisition by any Person or "group" (as defined in Section 13(d) of the Exchange 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 otherwise4%).