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) 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 Exchange Act and the rules and regulations thereunder) of "beneficial ownership" of 50% or more of Alliance Common Stock whether by tender offer or exchange offer or otherwise.

Expenses and Other Payments. (a) The parties to Except as set forth in this Agreement shallSection 7.05, except as otherwise specifically provided herein, 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) Alliance agrees that if incurred by Holdings in connection with this Agreement shall be terminated pursuant to Section 6.1(e) then Alliance shall pay to Metromedia an amount equal to $18 million plus and 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 transactions contemplated by 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 $1,250,000750,000. (c) 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 contemporaneously with the recommendation, execution of a letter of intent or definitive agreement or consummation, as promptly as practicable but not later than two Business Days after termination applicable, of this Agreement the Company Competing Transaction, 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 CombinationHoldings. (de) For purposes of 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 7.57.05 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 term "Business Combination" shall mean (i) other party commences 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, suit which results in a single transaction judgment against Company or series 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 transactions; or (iii) such amount at the acquisition by any Person or "group" (as defined prime rate of Bank of America in Section 13(d) of effect on the Exchange Act and the rules and regulations thereunder) of "beneficial ownership" of 50% or more of Alliance Common Stock whether by tender offer or exchange offer or otherwisedate such payment was required to be made.

Expenses and Other Payments. (a) The parties 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 shalland the consummation of the Transactions, except whether or not the Transactions shall be consummated. Upon the consummation of the Transactions, the Company shall pay (i) all of its own expenses and the expenses of the Vantage Sellers and their members incident to preparing for, entering into and carrying out this Agreement and the consummation of the Transactions, as well as any expenses incurred by the Company or the Vantage Sellers and their members incident to preparing for the potential initial public offering described in the Registration Statement, in each case other than those expenses set forth in clause (ii) of this sentence, up to an amount equal to $5,000,000 (the “Transaction Expenses Cap”) and (ii) any fees or commissions owed by the Company or the Vantage Sellers or their members to any broker or investment banker as a result of the consummation of the Transactions up to an amount equal to $5,000,000 (the “Fee Cap”). The Vantage Sellers shall pay (A) any expenses described in clause (i) of the immediately preceding sentence in excess of the Transaction Expenses Cap and (B) any expenses described in clause (ii) of the immediately preceding sentence in excess of the Fee Cap. (b) If this Agreement is validly terminated by the Vantage Sellers pursuant to Section 8.1(b)(ii) or the Vantage Sellers or Rice pursuant to Section 8.1(c), then in lieu of all other claims and remedies that might otherwise specifically provided hereinbe available with respect thereto, bear their respective including elsewhere under this Agreement and notwithstanding any other provision of this Agreement, then the Vantage Sellers shall receive the Deposit as liquidated damages (including but not limited to with respect to any costs, fees and expenses incurred in connection with legal, financial and other advisors and the preparationeconomic cost of foregone opportunities) and not as a penalty and as the Vantage Sellers’ and their Affiliates’ sole and exclusive remedy and as full and final settlement of all liabilities, execution costs, expenses and performance reimbursement obligations associated with such breach of this Agreement (and Rice and the transactions contemplated herebyVantage Sellers shall execute joint written instructions to the Escrow Agent authorizing the Escrow Agent to release the Deposit to the Vantage Sellers). The parties acknowledge and agree that (A) the Vantage Sellers’ actual damages upon the event of such termination are difficult to ascertain with any certainty, including, without limitation, all fees (B) the Deposit is a fair and expenses reasonable estimate by the parties of their respective Agents. such actual damages of the Vantage Sellers and (bC) 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 expensessuch liquidated damages do not constitute a penalty. In addition, (i) if all other instances in which this Agreement is terminated validly terminated, Rice shall be entitled to the return of the Deposit (and Rice and the Vantage Sellers shall execute joint written instructions to the Escrow Agent authorizing the Escrow Agent to release the Deposit to Rice). If the Vantage Sellers receive the Deposit as contemplated by Metromedia pursuant to this Section 6.1(b8.3(b), Alliance shall reimburse all then the sole and exclusive remedy of Metromedia's fees and expenses, including all of its reasonable legal, accounting and investment banking fees and expenses relating the Vantage Sellers with respect to the Merger Financing Sources and each Affiliate, controlling person or (ii) if this Agreement is terminated by Alliance pursuant to Section 6.1(b), Metromedia shall reimburse all Representative of Alliance's fees any such Person and expenses, including all any successors or assigns of its reasonable legal, accounting and investment banking fees and expenses relating to any of 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) foregoing 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 receipt of the Business Combination or the execution of the definitive agreement providing for a Business CombinationDeposit. (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 Exchange Act and the rules and regulations thereunder) of "beneficial ownership" of 50% or more of Alliance 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) Alliance The Company agrees that if this Agreement shall be terminated pursuant to: (i) Section 7.1(d) and either (A) an Alternate Transaction 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(e7.1(e) or 7.1(f); then Alliance the Company shall pay to Metromedia an amount equal to ISN $18 million plus 5,545,809 (the reimbursement "Termination Fee") and shall reimburse each of Parent and its Affiliates for all of Metromedia's fees their respective costs and expensesexpenses incurred in connection with the preparation, execution and performance of this Agreement, the other Transaction Documents and the Transactions, 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 each 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 $1,250,000their respective Agents. (c) Any payment required to be made pursuant to Section 7.5(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 MetromediaISN, except that any payment to be made solely as the result of an event described in Section 7.5(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, 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, 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 Parent its cost and expenses (dincluding attorneys' fees) For purposes in connection with such suit, together with interest from the date of termination of this Section 7.5, 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 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 Exchange Act and the rules and regulations thereunder) of "beneficial ownership" of 50% or more of Alliance Common Stock whether by tender offer or exchange offer or otherwise4%).