Common use of Expenses of Transaction Clause in Contracts

Expenses of Transaction. Whether or not the transactions herein contemplated shall be consummated: (a) Buyer will pay the fees, expenses and disbursements of Buyer and its agents, representatives, accountants and counsel incurred in connection with the subject matter of this Agreement and any amendments hereto and all other costs and expenses incurred in the performance and compliance with all conditions to be performed by Buyer under this Agreement; and (b) Seller will pay the fees, expenses and disbursements of Seller, Parent and the Company and their respective agents, representatives, accountants and counsel incurred in connection with the subject matter of this Agreement and any amendments hereto and all other costs and expenses incurred in the performance and compliance with all conditions to be performed by Parent and Seller under this Agreement. All such fees, expenses and disbursements of Parent, Seller and the Company shall be paid by Seller prior to the Closing so that the Company will not be charged with or diminished by any such fee, cost or expense. Parent and Seller represent and warrant to Buyer that Parent and Seller have relied on their own advisors for all legal, accounting, tax or other advice whatsoever with respect to this Agreement and the transactions contemplated hereby. Nothing in this Section 14.5 shall limit the rights of a non-breaching party to recover damages, including fees and expenses if so awarded, in connection with any claim against a party in breach hereunder.

Expenses of Transaction. Whether or not the transactions herein contemplated shall be consummated: (ai) Buyer will pay the fees, expenses and disbursements of Buyer and its agents, representatives, accountants and counsel incurred in connection with the subject matter of this Agreement and any amendments hereto and all other costs and expenses incurred in the performance and compliance with all conditions to be performed by Buyer under this Agreement; and (bii) Seller will pay the fees, expenses and disbursements of SellerCompany, Seller and Parent and the Company and their respective agents, representatives, accountants and counsel incurred in connection with the subject matter of this Agreement and any amendments hereto and all other costs and expenses incurred in the performance and compliance with all conditions to be performed by Parent and Seller under this Agreement. All such fees, expenses and disbursements of Parent, Parent and Seller and the Company shall be paid by Seller prior to the Closing so that the Company Assets will not be charged with or diminished by any such fee, cost or expense. Parent and Seller represent and warrant to Buyer that Parent and Seller have relied on their own advisors for all legal, accounting, tax or other advice whatsoever with respect to this Agreement and the transactions contemplated hereby. Nothing in this Section 14.5 shall limit the rights of a non-breaching party to recover damages, including fees and expenses if so awarded, in connection with any claim against a party in breach hereunder.

Expenses of Transaction. Whether or not the transactions herein contemplated shall be consummated: (ai) Buyer will pay the fees, expenses and disbursements of Buyer and its agents, representatives, accountants and counsel incurred in connection with the subject matter of this Agreement and any amendments hereto and all other costs and expenses incurred in the performance and compliance with all conditions to be performed by Buyer under this Agreement; and (bii) Seller Stockholder will pay personally the fees, expenses and disbursements of Seller, Parent Stockholder and the Company and their respective agents, representatives, accountants and counsel incurred in connection with the subject matter of this Agreement and any amendments hereto and all other costs and expenses incurred in the performance and compliance with all conditions to be performed by Parent Stockholder and Seller Company under this Agreement. All such fees, expenses and disbursements of Parent, Seller Stockholder and the Company shall be paid by Seller Stockholder prior to the Closing so that as not to become an obligation of Company or shall be included as a current liability for purposes of the Company will not be charged with or diminished by any such fee, cost or expensecalculation of "net working capital" set forth in Section 2.3. Parent Stockholder represents and Seller represent and warrant warrants to Buyer that Parent and Seller have Stockholder has relied on their his own advisors for all legal, accounting, tax or other advice whatsoever with respect to this Agreement and the transactions contemplated hereby. Nothing in this Section 14.5 shall limit the rights of a non-breaching party to recover damages, including fees and expenses if so awarded, in connection with any claim against a party in breach hereunder.

Expenses of Transaction. Whether or not the transactions herein contemplated shall be consummated: (ai) Buyer will pay the fees, expenses and disbursements of Buyer and its agents, representatives, accountants and counsel incurred in connection with the subject matter of this Agreement and any amendments hereto and all other costs and expenses incurred in the performance and compliance with all conditions to be performed by Buyer under this Agreement; and (bii) Seller Stockholders will pay personally the fees, expenses and disbursements of Seller, Parent Stockholders and the Company and their respective agents, representatives, accountants and counsel incurred in connection with the subject matter of this Agreement and any amendments hereto and all other costs and expenses incurred in the performance and compliance with all conditions to be performed by Parent Stockholders and Seller Company under this Agreement. All such fees, expenses and disbursements of Parent, Seller Stockholders and the Company shall be paid by Seller Stockholders prior to the Closing so that as not to become an obligation of Buyer or shall be included as a current liability for purposes of the Company will not be charged with or diminished by any such fee, cost or expensecalculation of Actual Net Working Capital set forth in Section 2.3. Parent Stockholders represents and Seller represent and warrant warrants to Buyer that Parent and Seller have Stockholders has relied on their his own advisors for all legal, accounting, tax or other advice whatsoever with respect to this Agreement and the transactions contemplated hereby. Nothing in this Section 14.5 shall limit the rights of a non-breaching party to recover damages, including fees and expenses if so awarded, in connection with any claim against a party in breach hereunder.

Expenses of Transaction. Whether or not the transactions herein contemplated shall be consummated: (a) Buyer will pay the fees, expenses and disbursements of Buyer and its agents, representatives, accountants and counsel incurred in connection with the subject matter of this Agreement and any amendments hereto and all other costs and expenses incurred in the performance and compliance with all conditions to be performed by Buyer under this Agreement; and (b) Seller will pay the fees, expenses and disbursements of Seller, Seller and Parent and the Company and their respective agents, representatives, accountants and counsel incurred in connection with the subject matter of this Agreement and any amendments hereto and all other costs and expenses incurred in the performance and compliance with all conditions to be performed by Parent and Seller under this Agreement. All such fees, expenses and disbursements of Parent, Parent and Seller and the Company shall be paid by Seller prior to the Closing so that the Company Assets will not be charged with or diminished by any such fee, cost or expense. Parent and Seller represent and warrant to Buyer that Parent and Seller have relied on their own advisors for all legal, accounting, tax or other advice whatsoever with respect to this Agreement and the transactions contemplated hereby. Nothing in this Section 14.5 shall limit the rights of a non-breaching party to recover damages, including fees and expenses if so awarded, in connection with any claim against a party in breach hereunder.

Expenses of Transaction. Whether or not the transactions herein contemplated shall be consummated: (ai) Buyer will pay the fees, expenses and disbursements of Buyer and its agents, representatives, accountants and counsel incurred in connection with the subject matter of this Agreement and any amendments hereto and all other costs and expenses incurred in the performance and compliance with all conditions to be performed by Buyer under this Agreement; and (bii) Seller Stockholders will pay personally the fees, expenses and disbursements of Seller, Parent Stockholders and the Company and their respective agents, representatives, accountants and counsel incurred in connection with the subject matter of this Agreement and any amendments hereto and all other costs and expenses incurred in the performance and compliance with all conditions to be performed by Parent Stockholders and Seller Company under this Agreement. All such fees, expenses and disbursements of Parent, Seller Stockholders and the Company shall be paid by Seller Stockholders prior to the Closing so that as not to become an obligation of the Company will not Surviving Corporation or shall be charged with or diminished by any such fee, cost or expenseincluded as a current liability for purposes of the calculation of Actual Net Working Capital set forth in Section 2.3. Parent Stockholders represents and Seller represent and warrant warrants to Buyer that Parent and Seller have Stockholders has relied on their his own advisors for all legal, accounting, tax or other advice whatsoever with respect to this Agreement and the transactions contemplated hereby. Nothing in this Section 14.5 shall limit the rights of a non-breaching party to recover damages, including fees and expenses if so awarded, in connection with any claim against a party in breach hereunder.

Expenses of Transaction. Whether or not the transactions herein contemplated shall be consummated: (ai) Buyer will pay the fees, expenses and disbursements of Buyer and its agents, representatives, accountants and counsel incurred in connection with the subject matter of this Agreement and any amendments hereto and all other costs and expenses incurred in the performance and compliance with all conditions to be performed by Buyer under this Agreement; and (bii) Seller Stockholders or the Company will pay personally the fees, expenses and disbursements of Seller, Parent Stockholders and the Company and their respective agents, representatives, accountants and counsel incurred in connection with the subject matter of this Agreement and any amendments hereto and all other costs and expenses incurred in the performance and compliance with all conditions to be performed by Parent Stockholders and Seller Company under this Agreement. All such fees, expenses and disbursements of Parent, Seller Stockholders and the Company shall be paid by Seller Stockholders prior to the Closing so that as not to become an obligation of Buyer or shall be included as a current liability for purposes of the Company will not be charged with or diminished by any such fee, cost or expensecalculation of Actual Net Working Capital set forth in Section 2.4. Parent Stockholders represents and Seller represent and warrant warrants to Buyer that Parent and Seller have Stockholders has relied on their his own advisors for all legal, accounting, tax or other advice whatsoever with respect to this Agreement and the transactions contemplated hereby. Nothing in this Section 14.5 shall limit the rights of a non-breaching party to recover damages, including fees and expenses if so awarded, in connection with any claim against a party in breach hereunder.

Expenses of Transaction. Whether or not the transactions herein contemplated shall be consummated: (a) Buyer will pay the fees, expenses and disbursements of Buyer and its agents, representatives, accountants and counsel incurred in connection with the subject matter of this Agreement and any amendments hereto and all other costs and expenses incurred in the performance and compliance with all conditions to be performed by Buyer under this Agreement; and (b) Seller will pay the fees, expenses and disbursements of Seller, Parent and the Company Seller and their respective agents, representatives, accountants and counsel incurred in connection with the subject matter of this Agreement and any amendments hereto and all other costs and expenses incurred in the performance and compliance with all conditions to be performed by Parent and Seller under this Agreement. All such fees, expenses and disbursements of Parent, Seller and the Company shall be paid by Seller prior to the Closing so that the Company Assets will not be charged with or diminished by any such fee, cost or expense. Parent Each Seller represents and Seller represent and warrant warrants to Buyer that Parent and Seller have it has relied on their its own advisors for all legal, accounting, tax or other advice whatsoever with respect to this Agreement and the transactions contemplated hereby. Nothing in this Section 14.5 shall limit the rights of a non-breaching party to recover damages, including fees and expenses if so awarded, in connection with any claim against a party in breach hereunder.

Expenses of Transaction. Whether or not the transactions herein contemplated shall be consummated: (a) Buyer will pay the fees, expenses and disbursements of Buyer and its agents, representatives, accountants and counsel incurred in connection with the subject matter of this Agreement and any amendments hereto and all other costs and expenses incurred in the performance and compliance with all conditions to be performed by Buyer under this Agreement; and (b) Seller will pay the fees, expenses and disbursements of Seller, Parent Seller and the Company General Partner and their respective agents, representatives, accountants and counsel incurred in connection with the subject matter of this Agreement and any amendments hereto and all other costs and expenses incurred in the performance and compliance with all conditions to be performed by Parent General Partner and Seller under this Agreement. All such fees, expenses and disbursements of Parent, General Partner and Seller and the Company shall be paid by Seller prior to the Closing so that the Company Assets will not be charged with or diminished by any such fee, cost or expense. Parent General Partner and Seller represent and warrant to Buyer that Parent General Partner and Seller have relied on their own advisors for all legal, accounting, tax or other advice whatsoever with respect to this Agreement and the transactions contemplated hereby. Nothing in this Section 14.5 shall limit the rights of a non-breaching party to recover damages, including fees and expenses if so awarded, in connection with any claim against a party in breach hereunder.

Expenses of Transaction. Whether or not the transactions herein contemplated shall be consummated: (ai) Buyer will pay the fees, expenses and disbursements of Buyer and its agents, representatives, accountants and counsel incurred in connection with the subject matter of this Agreement and any amendments hereto and all other costs and expenses incurred in the performance and compliance with all conditions to be performed by Buyer under this Agreement; and (bii) Seller Stockholders or the Company will pay personally the fees, expenses and disbursements of Seller, Parent Stockholders and the Company and their respective agents, representatives, accountants and counsel incurred in connection with the subject matter of this Agreement and any amendments hereto and all other costs and expenses incurred in the performance and compliance with all conditions to be performed by Parent Stockholders and Seller Company under this Agreement. All such fees, expenses and disbursements of Parent, Seller Stockholders and the Company shall be paid by Seller Stockholders prior to the Closing so that as not to become an obligation of Buyer or shall be included as a current liability for purposes of the Company will not be charged with or diminished by any such fee, cost or expensecalculation of Actual Net Working Capital set forth in Section 2.4 of the WSE Agreement. Parent Stockholders represents and Seller represent and warrant warrants to Buyer that Parent and Seller have Stockholders has relied on their his own advisors for all legal, accounting, tax or other advice whatsoever with respect to this Agreement and the -29- transactions contemplated hereby. Nothing in this Section 14.5 shall limit the rights of a non-breaching party to recover damages, including fees and expenses if so awarded, in connection with any claim against a party in breach hereunder.