Common use of Expenses; Fees Clause in Contracts

Expenses; Fees. (a) Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense. (b) If (i) this Agreement is validly terminated pursuant to Section 9.01(b)(iii), (ii) after the date hereof and prior to the Siebel Stockholder Meeting, a bona fide Acquisition Proposal with respect to Siebel shall have been publicly made (and not publicly withdrawn), and (iii) within 12 months following termination of this Agreement, an Alternative Transaction with respect to Siebel is consummated by Siebel or a definitive agreement providing for the consummation of an Alternative Transaction with respect to Siebel is entered into (and such Alternative Transaction is ultimately consummated) by Siebel or Siebel recommends an Alternative Transaction (and such Alternative Transaction is ultimately consummated), Siebel shall pay to Oracle a termination fee of $140,000,000 in cash (the “Termination Fee”) (it being understood that for all purposes of this clause (b), all references in the definition of Acquisition Proposal to 15% shall be deemed to be references to 50% instead). (c) If this Agreement is validly terminated pursuant to Section 9.01(c) or Section 9.01(d), Siebel shall pay to Oracle the Termination Fee. (d) Any payment of the Termination Fee (i) pursuant to Section 10.04(b) shall be made within one Business Day after the consummation of the Alternative Transaction referred to therein, (ii) pursuant to Section 10.04(c) as a result of the termination of this Agreement pursuant to Section 9.01(d) shall be made prior to (or contemporaneously with) the termination of this Agreement; and (iii) pursuant to Section 10.04(c) as a result of the termination of this Agreement pursuant to Section 9.01(c) shall be made within two Business Days following such termination. Any such payments shall be made by wire transfer of immediately available funds. Siebel hereby acknowledges that the agreements contained in this Section 10.04 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, Oracle would not enter into this Agreement. If Siebel fails to pay any amount due hereunder when due, Siebel shall pay the costs and expenses (including legal fees and expenses) in connection with any action taken to collect payment (including the prosecution of any lawsuit or other legal action), together with interest on the amount of any unpaid fee at the publicly announced prime rate of Citibank, N.A. in New York City from the date such fee was first payable to the date it is paid.

Expenses; Fees. (a) Except as otherwise provided hereinin this Agreement, the Parties shall pay all costs of their own expenses relating to the transactions contemplated by this Agreement, including, without limitation, the fees and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expenseof their respective counsel, financial advisors and accountants. (b) If The Seller shall pay the Purchaser the amounts set forth in this Section 12.1(b) unless there has been a material breach of any covenant or a material breach of any representation or warranty of the Purchaser that has not been cured within ten (10) Business Days following receipt by the Purchaser of written notice from the Company of such breach. (i) this Agreement If the Bankruptcy Court approves the sale of the Purchased Assets to an entity other than the Purchaser and such sale is validly terminated consummated, then the Purchaser shall be entitled to the Break-up Fee, which shall be deemed an allowed administrative expense entitled to the benefits of Sections 503(b) and 507(a) of the Bankruptcy Code. The Break-up Fee shall be paid to the Purchaser (which payment shall be by wire transfer of immediately available funds to an account designated by the Purchaser) at the time such sale is consummated from the proceeds of such sale. The Break-up Fee pursuant to this Section 9.01(b)(iii), may be approved by the Bankruptcy Court independent of its approval of the remainder of this Agreement. (ii) If the Bankruptcy Court approves the sale of the Purchased Assets to an entity other than the Purchaser and such sale is not consummated, then the Seller shall reimburse Purchaser for the Expense Reimbursement in an aggregate amount not to exceed $300,000, which shall be deemed an allowed administrative expense entitled to the benefits of Sections 503(b) and 507(a) of the Bankruptcy Code. The Expense Reimbursement payable pursuant to this Section 12.1(b)(ii) shall be paid to the Purchaser (which payment shall be by wire transfer of immediately available funds to an account designated by the Purchaser) on or before the earlier of (x) the tenth Business Day after the date hereof and prior to the Siebel Stockholder Meeting, a bona fide Acquisition Proposal definitive agreement with respect to Siebel shall have been publicly made (and not publicly withdrawn), such sale is terminated or such sale is abandoned and (iiiy) within 12 months following the thirtieth day after the termination of this Agreement, an Alternative Transaction with respect . The Expense Reimbursement pursuant to Siebel is consummated this Section may be approved by Siebel or a definitive agreement providing for the consummation Bankruptcy Court independent of an Alternative Transaction with respect to Siebel is entered into (and such Alternative Transaction is ultimately consummated) by Siebel or Siebel recommends an Alternative Transaction (and such Alternative Transaction is ultimately consummated), Siebel shall pay to Oracle a termination fee its approval of $140,000,000 in cash (the “Termination Fee”) (it being understood that for all purposes remainder of this clause (b), all references in the definition of Acquisition Proposal to 15% shall be deemed to be references to 50% instead)Agreement. (ciii) If this Agreement is validly terminated by Purchaser pursuant to Section 9.01(c11.2(d), or terminated by Seller and no Break-up Fee or Expense Reimbursement fee is payable pursuant to Sections 12.1(b)(i) or Section 9.01(d(ii), Siebel respectively, to the Purchaser, then the Seller shall pay reimburse the Purchaser for the Expense Reimbursement in an aggregate amount not to Oracle exceed $200,000, which shall be deemed an allowed administrative expense entitled to the Termination Fee. (dbenefits of Sections 503(b) Any payment and 507(a) of the Termination Fee (i) Bankruptcy Code. The Expense Reimbursement payable pursuant to this Section 10.04(b12(b)(iii) shall be made within one Business Day after paid to the consummation of the Alternative Transaction referred to therein, Purchaser (ii) pursuant to Section 10.04(c) as a result of the termination of this Agreement pursuant to Section 9.01(d) shall be made prior to (or contemporaneously with) the termination of this Agreement; and (iii) pursuant to Section 10.04(c) as a result of the termination of this Agreement pursuant to Section 9.01(c) shall be made within two Business Days following such termination. Any such payments which payment shall be made by wire transfer of immediately available fundsfunds to an account designated by the Purchaser) within ten (10) Business Days of the Purchaser's written request therefor. Siebel hereby acknowledges that the agreements contained in The Expense Reimbursement pursuant to this Section 10.04 are an integral part may be approved by the Bankruptcy Court independent of its approval of the transactions contemplated by this Agreement and that, without these agreements, Oracle would not enter into remainder of this Agreement. If Siebel fails For purposes of clarity, Seller's failure to pay any amount due hereunder when due, Siebel satisfy the closing condition set forth in Section 9.15 shall pay the costs and expenses (including legal fees and expenses) not in connection with any action taken to collect payment (including the prosecution itself be a breach of a material breach of any lawsuit covenant, representation or other legal action), together with interest on the amount warranty of any unpaid fee at the publicly announced prime rate of Citibank, N.A. in New York City from the date such fee was first payable to the date it is paidSeller.

Expenses; Fees. (a) Except Whether or not the transactions contemplated by this Agreement are consummated, except as otherwise expressly provided herein, all each of the parties hereto shall be responsible for the payment of its own respective costs and expenses incurred in connection with the negotiations leading up to and the performance of its respective obligations pursuant to this Agreement and the Ancillary Agreements including the fees of any attorneys, accountants, brokers or advisors employed or retained by or on behalf of such party. Purchaser shall be paid by pay any filing fee required under the party incurring such cost or expenseHSR Act and all other Antitrust Laws. (b) If (i) this Agreement is validly terminated (x) by Seller or Purchaser pursuant to Section 9.01(b)(iii7.01(a)(iv) following the failure to satisfy a condition set forth in Section 6.01(a) or Section 6.01(b) due solely to a matter arising under any Antitrust Law or (y) by Seller or Purchaser pursuant to Section 7.01(a)(v) due solely to a matter arising under any Antitrust Law, and in the case of either clause (x) or (y), all other conditions set forth in Section 6.01, Section 6.02 and Section 6.03 (ii) after other than those conditions that by their terms are to be satisfied at Closing, but which conditions would reasonably be expected to be satisfied if the Closing were the date of such termination) have been satisfied, then Purchaser shall pay to Seller in immediately available funds, within five (5) business days of such termination, an amount in cash equal to $13,000,000 (the “Antitrust Termination Fee”), in full and final satisfaction of all obligations of Purchaser hereunder and under the Ancillary Agreements (except for any obligations that survive termination hereof and prior pursuant to Section 7.02). Notwithstanding anything to the Siebel Stockholder Meetingcontrary herein (including Section 7.02), upon payment of the Antitrust Termination Fee, the Antitrust Termination Fee shall be Seller’s and its affiliates’ sole and exclusive remedy against Purchaser and its affiliates in connection with (I) any breach or purported breach of Section 5.04 or any other provision of this Agreement to the extent related to any Antitrust Law or the approval of the Acquisition under any Antitrust Law and (II) the failure to satisfy a bona fide condition set forth in Section 6.01(a) or Section 6.01(b) due to a matter arising under any Antitrust Law, and Purchaser and its affiliates shall not have any further liability or obligation relating to or arising out of (I) any breach or purported breach 101951134.15 of Section 5.04 or any other provision of this Agreement to the extent related to any Antitrust Law or the approval of the Acquisition Proposal under any Antitrust Law or (II) the failure to satisfy a condition set forth in Section 6.01(a) or Section 6.01(b) due to a matter arising under any Antitrust Law, or any oral representation made or alleged to have been made with respect to Siebel shall have been publicly made (and not publicly withdrawn), and (iii) within 12 months following termination of this Agreement, an Alternative Transaction with respect to Siebel is consummated by Siebel or a definitive agreement providing for the consummation of an Alternative Transaction with respect to Siebel is entered into (and such Alternative Transaction is ultimately consummated) by Siebel or Siebel recommends an Alternative Transaction (and such Alternative Transaction is ultimately consummated), Siebel shall pay to Oracle a termination fee of $140,000,000 in cash (the “Termination Fee”) (it being understood that for all purposes of this clause (b), all references in the definition of Acquisition Proposal to 15% shall be deemed to be references to 50% instead). (c) If this Agreement is validly terminated pursuant to Section 9.01(c) or Section 9.01(d), Siebel shall pay to Oracle the Termination Fee. (d) Any payment of the Termination Fee (i) pursuant to Section 10.04(b) shall be made within one Business Day after the consummation of the Alternative Transaction referred to therein, (ii) pursuant to Section 10.04(c) as a result of the termination of this Agreement pursuant to Section 9.01(d) shall be made prior to (or contemporaneously with) the termination of this Agreement; and (iii) pursuant to Section 10.04(c) as a result of the termination of this Agreement pursuant to Section 9.01(c) shall be made within two Business Days following such termination. Any such payments shall be made by wire transfer of immediately available funds. Siebel hereby acknowledges that the agreements contained in this Section 10.04 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, Oracle would not enter into this Agreement. If Siebel fails to pay any amount due hereunder when due, Siebel shall pay the costs and expenses (including legal fees and expenses) in connection with any Antitrust Law or the approval of the Acquisition under any Antitrust Law, or the failure of the Acquisition to be approved under any Antitrust Law, whether in equity or at law, in contract, in tort or otherwise, and Seller shall not, and shall cause each of its affiliates not to, seek to recover any money damages or obtain any equitable relief from Purchaser or any of its affiliates; provided, however, that the foregoing shall not prohibit Seller from bringing a claim for damages for breach of this Agreement with respect to any deliberate act or deliberate failure to act of Purchaser, which act or failure to act (I) constitutes a material breach of this Agreement and (II) was deliberately undertaken by Purchaser with the conscious knowledge that such act or failure to act constituted a material breach of this Agreement (a “Conscious Breach”); provided, further, that in any such action taken for damages with respect to collect payment (including a Conscious Breach, Seller shall be not be entitled to recover any damages except to the prosecution of any lawsuit or other legal action), together with interest on extent such damages are greater than the amount of any unpaid fee at the publicly announced prime rate of Citibank, N.A. in New York City from the date such fee was first payable Antitrust Termination Fee actually paid to the date it is paidSeller.