Expenses and Remedies. (a) Subject to paragraph (d), the Company agrees to pay the Purchaser for all of its out-of-pocket expenses, including reasonable outside legal, accounting and consulting fees of the Purchaser, incurred in connection with this Agreement and the consummation of all transactions contemplated hereby, and all costs and expenses relating to any future amendment or supplement to this Agreement or any of the Securities (or any proposal by the Company for such amendment or supplement) whether or not consummated or any waiver or consent with respect thereto (or any proposal for such waiver or consent) whether or not consummated, and all costs and expenses of the Purchaser relating to the enforcement of this Agreement, the Registration Rights Agreement, the Warrant Agreement or any of the Securities. The Company shall be entitled to credit the underwriting deposit previously paid by it to the Purchaser pursuant to the Fee Letter against such expense reimbursement obligation.
(b) The Company further agrees to indemnify and save harmless the Purchaser and its officers, directors, partners, employees, trustees and agents, each person who controls the Purchaser within the meaning of the Securities Act or the Exchange Act, from and against any and all costs, expenses, damages or other liabilities resulting from any breach of this Agreement by the Company (including the breach of any covenant or representation or warranty made by the Company) or any legal, administrative or other proceedings arising out of the transactions contemplated hereby (other than such costs, expenses, damages or other liabilities resulting, directly or indirectly, (i) from the breach by such Purchaser of any of its agreements contained herein or (ii) from the gross negligence or willful misconduct of such Purchaser or any of its officers, directors, partners, employees or agents, or any person who controls such Purchaser within the meaning of the Securities Act or the Exchange Act; provided, however, that, if and to the extent that such indemnification is -------- ------- unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of such indemnified liability which shall be permissible under applicable laws.
(c) The indemnified party under this Section 13.10 will, promptly after the receipt of notice of the commencement of any action against such indemnified party in respect of which indemnity may be sought from the Company on account of an indemn...
Expenses and Remedies. Whether or not the Closing takes place, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be borne by the party incurring such expense.
Expenses and Remedies. 30 9.10. Survival of Representations and Warranties.............................. 32 9.11. Transfer of Series A Preferred Stock.................................... 32 9.12. Governing Law; Consent to Jurisdiction.................................. 33 9.13. Publicity............................................................... 34 9.14. Signatures.............................................................. 34 Exhibit A - Form of Amended and Restated Stockholders' Agreement Exhibit B - Form of Opinion of Morrxxxx & Xoerxxxx XXX Exhibit C - Form of Amended and Restated Registration Rights Agreement Exhibit D - Form of Indebtedness Amendment This Securities Purchase Agreement, dated as of January 11, 2000 (this "Agreement"), between Krauxx'x Xxxniture, Inc., a Delaware corporation (including its predecessors, the "Company") and the purchasers listed on the signature pages hereto (each a "Purchaser", and collectively, the "Purchasers").
Expenses and Remedies. 43 12.11. Survival of Representations and Warranties..............44 12.12.
Expenses and Remedies. ChemTrak shall bear [*] expenses incurred by ChemTrak or Selfcare in the defense of suits described in Section 9.2, including but not limited to attorneys' fees and expenses. If Selfcare assumes the defense pursuant to Section 9.2, Selfcare shall not enter into any settlement that may adversely affect the HIV Product outside the Territory, or require ChemTrak to make any payment to a third party or Selfcare, without the prior written consent of ChemTrak. If ChemTrak assumes the defense, ChemTrak may settle any such suit at any time in any manner that does not materially adversely affect Selfcare. ChemTrak shall notify Selfcare in writing in the event it proposes to resolve the matter in any other manner, and the Parties shall discuss available options in good faith and each shall use all commercially reasonable efforts to reach a mutually agreed upon resolution within forty five (45) days after the date of ChemTrak's notice. Such actions may include (i) procuring the right from such third party to sell or use the HIV Product, with any running royalty obligations to be subject to approval by both Parties (not to be unreasonably withheld) and, if approved, to be included in Commercialization Costs, (ii) replacing the HIV Product with a functionally equivalent product that does not violate the third party's rights, or (iii) modifying the HIV Product to make it functionally equivalent and not violate such rights. If the Parties are unable to reach agreement on how to resolve such matter after the above discussion period, and either Party reasonably determines that continued sale of the HIV Product in the Territory would infringe or violate the third party's rights, then such Party may cease performance under this Agreement immediately upon written notice to the other Party and this Agreement shall terminate thirty (30) days after the date of such notice.
Expenses and Remedies. (a) All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be borne by the party incurring such expense, except as set forth in the next four paragraphs.
(b) Notwithstanding Section 9.08(a), (i) if a Purchaser terminates this Agreement pursuant to Section 7.01(c)(i) (due to material breach of any covenant or agreement or an intentional and willful breach of any representation or warranty by the Company) or (c)(ii), or (ii) if the Company terminates this Agreement pursuant to Section 7.01(d)(ii) (by virtue of a failure of the condition set forth in Section 6.02(d)) or 7.01(d)(iii), the Company shall pay TSC a termination fee of $750,000 (the "Termination Fee") within ten (10) days of such termination, which Termination Fee shall be deemed to reimburse Purchasers for their legal, accounting and other out-of-pocket expenses as well as the damages they will have suffered by virtue of such termination.
(c) Notwithstanding Section 9.08(a), (i) if a Purchaser or the Company terminates this Agreement pursuant to Section 7.01(b)(i) or (ii), (ii) if a Purchaser terminates this Agreement pursuant to Section 7.01(c)(i) (for reasons other than as provided in Section 9.08(b)) or (c)(iii) (for failures of the conditions set forth in 6.03(a), 6.03(b), 6.03(d), 6.03(f), 6.03(g) (provided that no amount shall be payable if the failure is not due to any fault of the Company), 6.03(h), 6.03(i), 6.03(j), 6.03(k), 6.03(l), 6.03(m), or 6.03(n)), or (iii) the Company terminates this Agreement pursuant to Section 7.01(d)(ii) (other than for failure of a condition set forth in section 6.02(d)), the Company shall reimburse Purchasers for the reasonable out-of-pocket expenses (including reasonable fees and expenses of legal counsel) incurred by Purchasers in connection with this Agreement or the matters contemplated hereby (the "Purchasers' Expenses"), which reimbursable amount shall not to exceed $600,000 in the aggregate.
(d) Notwithstanding Section 9.08(a), if (i) either Purchaser or the Company terminates this Agreement pursuant to any provision of Section 7.01 (other than a termination for which a Termination Fee was paid pursuant to Section 9.08(b) and other than a termination by the Company pursuant to Section 7.01(d)(i)), and (ii) during the period ending twelve (12) months after termination of this Agreement, the Company enters into an agreement relating to a Transaction Proposal, then immediately prior to consummatio...
Expenses and Remedies. 18 9.4 Disclaimer ................................................. 18 9.5
Expenses and Remedies. (a) The Company agrees to pay THLi for all reasonable outside legal and consulting fees of THLi in connection with this Agreement and the consummation of all transactions contemplated hereby, which costs shall not
Expenses and Remedies. (a) Whether or not the Closing takes place, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be borne by the party incurring such expense, except as set forth in the next seven paragraphs. (b) Notwithstanding Section 13.09(a), if Purchaser terminates this Agreement pursuant to Section 10.01(c)(ii), (c)(iii) or (c)(vi) the Company shall reimburse Purchaser for the reasonable out-of-pocket expenses (including reasonable fees and expenses of legal counsel) incurred by Purchaser in connection with this Agreement or the matters contemplated hereby ("Purchaser's Expenses") and shall pay CD&R a termination fee of $25 million (the "Termination Fee").
Expenses and Remedies. 37 SECTION 8.16.
