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. 69 13.11. Survival of Representations and Warranties.............................................70 13.12.
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) 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"). (c) Notwithstanding Section 13.09(a), if the Company terminates this Agreement pursuant to Section 10.01(d)(iii), the Company shall pay Purchaser's Expenses to Purchaser and the Termination Fee to CD&R. (d) Notwithstanding Section 13.09(a), if Purchaser terminates this Agreement pursuant to any provision of Section 10.01 other than those referred to in Sections 13.09(b) or the Company terminates this Agreement pursuant to any provision of Section 10.01 other than those referred to in Section 13.09(c) and other than pursuant to Section 10.01(d)(i), the Company shall pay Purchaser's Expenses to Purchaser; provided that if Purchaser terminates this Agreement pursuant to Section 10.01(c)(iv) by reason of the failure to be satisfied of the condition set forth in Section 9.03(k), Purchaser's Expenses shall be limited to $2,000,000. (e) Notwithstanding Section 13.09(a), if (i) the Company terminates this Agreement pursuant to any provision of Section 10.01 other than those referred to in Sections 13.09(c) or Purchaser terminates this Agreement pursuant to Section 10.01(b)(ii), (ii) a Transaction Proposal was made prior to September 30, 1998 and (iii) during the period ending 12 months after termination the Company enters into an agreement relating to or publicly announces, a transaction including the sale or other disposition of Equity Securities representing in excess of 20% of the Total Voting Power or 20% of the assets of the Company and its Subsidiaries, taken as a whole, then upon consummation of such transaction, the Company shall pay Purchaser's Expenses (without duplication of any Purchaser's Expenses paid pursuant to Section 13.09(d)) and the Termination Fee to CD&R. (f) Notwithstanding Section 13.09(a), upon the occurrence of the Closing, the Company s...
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. 18 9.4 Disclaimer ................................................. 18 9.5
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.
Expenses and Remedies. (a) The Company agrees to pay each Purchaser for all reasonable outside legal and consulting fees of such Purchaser 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 each Purchaser relating to the enforcement of this Agreement, the Registration Rights Agreement, the Warrants or the Notes or any of the Securities.
Expenses and Remedies. 46 SECTION 9.09
