Common use of Expenses and Remedies Clause in Contracts

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 consummation of such transaction, the Company shall pay the Termination Fee; provided, however, that the Company shall receive a credit for any Purchasers' Expenses paid pursuant to Section 9.08(c) and it being understood that if the Termination Fee is paid pursuant to Section 9.08(b) it shall not be required to be paid subsequently under this Section 9.08(d). (e) Notwithstanding Section 9.08(a), upon the occurrence of the Closing, the Company shall reimburse the Purchasers for the Purchasers' Expenses, which reimbursable amount shall not be subject to the limit set forth in Section 9.08(c).

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.in (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 consummation of such transaction, the Company shall pay the Termination Fee; provided, however, that the Company shall receive a credit for any Purchasers' Expenses paid pursuant to Section 9.08(c) and it being understood that if the Termination Fee is paid pursuant to Section 9.08(b) it shall not be required to be paid subsequently under this Section 9.08(d). (e) Notwithstanding Section 9.08(a), upon the occurrence of the Closing, the Company shall reimburse the Purchasers for the Purchasers' Expenses, which reimbursable amount shall not be subject to the limit set forth in Section 9.08(c).

Expenses and Remedies. (a) All 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 four seven paragraphs. (b) Notwithstanding Section 9.08(a13.09(a), (i) if a Purchaser terminates this Agreement pursuant to Section 7.01(c)(i) 10.01(c)(ii), (due to material breach of any covenant or agreement or an intentional and willful breach of any representation or warranty by the Companyc)(iii) or (c)(ii), or (iic)(vi) 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 Purchaser for the reasonable out-of-pocket expenses (including reasonable fees and expenses of legal counsel) incurred by Purchasers 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 "Purchasers' ExpensesTermination Fee"). (c) Notwithstanding Section 13.09(a), which reimbursable amount if the Company terminates this Agreement pursuant to Section 10.01(d)(iii), the Company shall not pay Purchaser's Expenses to exceed $600,000 in Purchaser and the aggregate.Termination Fee to CD&R. (d) Notwithstanding Section 9.08(a13.09(a), if (iPurchaser terminates this Agreement pursuant to any provision of Section 10.01 other than those referred to in Sections 13.09(b) either Purchaser or the Company terminates this Agreement pursuant to any provision of Section 7.01 (10.01 other than a termination for which a Termination Fee was paid pursuant those referred to in Section 9.08(b13.09(c) and other than a termination by the Company pursuant to Section 7.01(d)(i10.01(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 consummation of such transaction, the Company shall pay the Termination FeePurchaser's Expenses to Purchaser; provided, however, provided that the Company shall receive a credit for any Purchasers' Expenses paid if Purchaser terminates this Agreement pursuant to Section 9.08(c10.01(c)(iv) and it being understood that if by reason of the Termination Fee is paid pursuant to Section 9.08(b) it shall not be required failure to be paid subsequently under this satisfied of the condition set forth in Section 9.08(d9.03(k), Purchaser's Expenses shall be limited to $2,000,000. (e) Notwithstanding Section 9.08(a13.09(a), upon the occurrence of the Closing, if (i) the Company shall reimburse the Purchasers for the Purchasers' Expenses, which reimbursable amount shall not be subject terminates this Agreement pursuant to the limit set forth any provision of Section 10.01 other than those referred to in Section 9.08(c).Sections

Expenses and Remedies. (a) All 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 four seven paragraphs. (b) Notwithstanding Section 9.08(a13.09(a), (i) if a Purchaser terminates this Agreement pursuant to Section 7.01(c)(i) 10.01(c)(ii), (due to material breach of any covenant or agreement or an intentional and willful breach of any representation or warranty by the Companyc)(iii) or (c)(ii), or (iic)(vi) 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 Purchaser for the reasonable out-of-pocket expenses (including reasonable fees and expenses of legal counsel) incurred by Purchasers 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 "Purchasers' ExpensesTermination Fee"). (c) Notwithstanding Section 13.09(a), which reimbursable amount if the Company terminates this Agreement pursuant to Section 10.01(d)(iii), the Company shall not pay Purchaser's Expenses to exceed $600,000 in Purchaser and the aggregate.Termination Fee to CD&R. (d) Notwithstanding Section 9.08(a13.09(a), if (iPurchaser terminates this Agreement pursuant to any provision of Section 10.01 other than those referred to in Sections 13.09(b) either Purchaser or the Company terminates this Agreement pursuant to any provision of Section 7.01 (10.01 other than a termination for which a Termination Fee was paid pursuant those referred to in Section 9.08(b13.09(c) and other than a termination by the Company pursuant to Section 7.01(d)(i)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 (iiiii) during the period ending twelve (12) 12 months after termination of this Agreement, the Company enters into an agreement relating to or publicly announces, a Transaction Proposaltransaction 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 immediately prior to upon consummation of such transaction, the Company shall pay the Termination Fee; provided, however, that the Company shall receive a credit for Purchaser's Expenses (without duplication of any Purchasers' Purchaser's Expenses paid pursuant to Section 9.08(c13.09(d)) and it being understood that if the Termination Fee is paid pursuant to Section 9.08(b) it shall not be required to be paid subsequently under this Section 9.08(d).CD&R. (ef) Notwithstanding Section 9.08(a13.09(a), upon the occurrence of the Closing, the Company shall pay Purchaser's Expenses to Purchaser. (g) Notwithstanding Section 13.09(a), if Purchaser terminates this Agreement pursuant to Section 10.01(c)(i) the Company shall reimburse the Purchasers Purchaser for the Purchasers' Expenses, which reimbursable amount Purchaser's Expenses and shall not be subject to the limit set forth in Section 9.08(c)pay CD&R a termination fee of $10 million.