Common use of Expenses of Transaction Clause in Contracts

Expenses of Transaction. Whether or not the transactions herein contemplated shall be consummated: (i) 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 (ii) Stockholders will pay personally the fees, expenses and disbursements of Stockholders and 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 Stockholders and Company under this Agreement. All such fees, expenses and disbursements of Stockholders and Company shall be paid by Stockholders prior to the Closing so as not to become an obligation of the Surviving Corporation or shall be included as a current liability for purposes of the calculation of Actual Net Working Capital set forth in Section 2.3. Stockholders represents and warrants to Buyer that Stockholders has relied on his own advisors for all legal, accounting, tax or other advice whatsoever with respect to this Agreement and the transactions contemplated hereby.

Expenses of Transaction. Whether or not the transactions herein contemplated shall be consummated: (i) 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 (ii) Stockholders or the Company will pay personally the fees, expenses and disbursements of Stockholders and 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 Stockholders and Company under this Agreement. All such fees, expenses and disbursements of Stockholders and Company shall be paid by Stockholders prior to the Closing so as not to become an obligation of the Surviving Corporation Buyer or shall be included as a current liability for purposes of the calculation of Actual Net Working Capital set forth in Section 2.32.4 of the WSE Agreement. Stockholders represents and warrants to Buyer that Stockholders has relied on his own advisors for all legal, accounting, tax or other advice whatsoever with respect to this Agreement and the -29- transactions contemplated hereby.

Expenses of Transaction. Whether or not the transactions herein contemplated shall be consummated: (i) 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 (ii) Stockholders Stockholder will pay personally the fees, expenses and disbursements of Stockholders Stockholder and 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 Stockholders Stockholder and Company under this Agreement. All such fees, expenses and disbursements of Stockholders Stockholder and Company shall be paid by Stockholders Stockholder prior to the Closing so as not to become an obligation of the Surviving Corporation Company or shall be included as a current liability for purposes of the calculation of Actual Net Working Capital "net working capital" set forth in Section 2.3. Stockholders Stockholder represents and warrants to Buyer that Stockholders Stockholder has relied on his own advisors for all legal, accounting, tax or other advice whatsoever with respect to this Agreement and the transactions contemplated hereby.

Expenses of Transaction. Whether or not the transactions herein contemplated shall be consummated: (ia) 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 (iib) Stockholders Seller will pay personally the fees, expenses and disbursements of Stockholders Seller and 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 Stockholders General Partner and Company Seller under this Agreement. All such fees, expenses and disbursements of Stockholders General Partner and Company Seller shall be paid by Stockholders Seller prior to the Closing so as that the Assets will not to become an obligation of the Surviving Corporation be charged with or shall be included as a current liability for purposes of the calculation of Actual Net Working Capital set forth in Section 2.3diminished by any such fee, cost or expense. Stockholders represents General Partner and warrants Seller represent and warrant to Buyer that Stockholders has General Partner and Seller have relied on his their own advisors for all legal, accounting, tax or other advice whatsoever with respect to this Agreement and the transactions contemplated hereby.

Expenses of Transaction. Whether or not the transactions herein contemplated shall be consummated: (i) 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 (ii) Stockholders will pay personally the fees, expenses and disbursements of Stockholders and 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 Stockholders and Company under this Agreement. All such fees, expenses and disbursements of Stockholders and Company shall be paid by Stockholders prior to the Closing so as not to become an obligation of the Surviving Corporation Buyer or shall be included as a current liability for purposes of the calculation of Actual Net Working Capital set forth in Section 2.3. Stockholders represents and warrants to Buyer that Stockholders has relied on his own advisors for all legal, accounting, tax or other advice whatsoever with respect to this Agreement and the transactions contemplated hereby.

Expenses of Transaction. Whether or not the transactions herein contemplated shall be consummated: (i) 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 (ii) Stockholders or the Company will pay personally the fees, expenses and disbursements of Stockholders and 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 Stockholders and Company under this Agreement. All such fees, expenses and disbursements of Stockholders and Company shall be paid by Stockholders prior to the Closing so as not to become an obligation of the Surviving Corporation Buyer or shall be included as a current liability for purposes of the calculation of Actual Net Working Capital set forth in Section 2.32.4. Stockholders represents and warrants to Buyer that Stockholders has relied on his own advisors for all legal, accounting, tax or other advice whatsoever with respect to this Agreement and the transactions contemplated hereby.

Expenses of Transaction. Whether or not the transactions herein contemplated shall be consummated: (i) Buyer will pay the fees, expenses and disbursements of Buyer and its agents, representatives, accountants (including, without limitation, any cost of the audit of Company currently being performed by Xxxxxx Xxxxxxxx above $10,000) 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 (ii) Stockholders Company will pay personally the fees, expenses and disbursements of Stockholders Members and 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 Stockholders Members and Company under this Agreement. All such fees, expenses and disbursements of Stockholders Members and Company shall be paid by Stockholders Company prior to the Closing so as not to become an obligation of the Surviving Corporation Buyer or shall be included as a current liability for purposes of the calculation of Actual Net Working Capital set forth in Section 2.32.4. Stockholders Members represents and warrants to Buyer that Stockholders Members has relied on his own advisors for all legal, accounting, tax or other advice whatsoever with respect to this Agreement and the transactions contemplated hereby.

Expenses of Transaction. Whether or not the transactions herein contemplated shall be consummated: (i) 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 (ii) Stockholders Seller will pay personally the fees, expenses and disbursements of Stockholders Company, Seller and Company Parent 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 Stockholders Parent and Company Seller under this Agreement. All such fees, expenses and disbursements of Stockholders Parent and Company Seller shall be paid by Stockholders Seller prior to the Closing so as that the Assets will not to become an obligation of the Surviving Corporation be charged with or shall be included as a current liability for purposes of the calculation of Actual Net Working Capital set forth in Section 2.3diminished by any such fee, cost or expense. Stockholders represents Parent and warrants Seller represent and warrant to Buyer that Stockholders has Parent and Seller have relied on his their own advisors for all legal, accounting, tax or other advice whatsoever with respect to this Agreement and the transactions contemplated hereby.