Expenses. Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 53 contracts
Samples: Investor Rights Agreement (REZOLVE GROUP LTD), Lock in Agreement (REZOLVE GROUP LTD), Form of Registration Rights Agreement (HMH Holding Inc)
Expenses. Except as otherwise provided expressly set forth herein, all fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees, costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 48 contracts
Samples: Exchange Agreement (Valueclick Inc/Ca), Voting Agreement (Schuler Homes Inc), Exchange Agreement (K2 Inc)
Expenses. Except Whether or not the transactions contemplated hereby are consummated, and except as otherwise specifically provided hereinin this Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and or expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 44 contracts
Samples: Asset Purchase Agreement (Fusion Pharmaceuticals Inc.), Stock Purchase Agreement, Asset Purchase Agreement (ProQR Therapeutics N.V.)
Expenses. Except Whether or not the transactions contemplated hereby are consummated, except as otherwise provided herein, all costs and expenses incurred in connection with the execution of this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and or expenses, whether or not the transactions contemplated hereby are consummatedexcept as otherwise set forth herein.
Appears in 39 contracts
Samples: Registration Rights Agreement, Registration Rights Agreement (Lyon William H), Registration Rights Agreement (Lyon William H)
Expenses. Except as may otherwise provided hereinbe agreed to hereunder or in other writing by the parties, all legal and other costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 38 contracts
Samples: Agreement and Plan of Aquisition, Agreement and Plan of Acquisition (Galenfeha, Inc.), Agreement and Plan of Merger (Digital Cinema Destinations Corp.)
Expenses. Except as otherwise expressly provided hereinin this Agreement, whether or not the transactions contemplated by this Agreement are consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid borne by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 35 contracts
Samples: Securities Purchase Agreement (e.l.f. Beauty, Inc.), Agreement and Plan of Merger (Heico Corp), Agreement and Plan of Merger
Expenses. Except as otherwise provided hereinmay be agreed in writing, all costs costs, fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring or required to incur such costs costs, fees and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 29 contracts
Samples: Agreement and Plan of Merger (Terra Property Trust, Inc.), Agreement and Plan of Merger (Terra Income Fund 6, Inc.), Voting Support Agreement (Terra Property Trust, Inc.)
Expenses. Except as otherwise provided hereinWhether or not the transactions contemplated in this Agreement are consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall hereby, will be paid by the party incurring such costs and expenses, whether expense or not the transactions contemplated hereby are consummatedas otherwise agreed to herein.
Appears in 29 contracts
Samples: Reorganization and Share Exchange Agreement (Modular Medical, Inc.), Share Exchange and Reorganization Agreement (Omnia Wellness Inc.), Securities Purchase Agreement (Cubescape Inc)
Expenses. Except as otherwise provided expressly set forth herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether cost or not the transactions contemplated hereby are consummatedexpense.
Appears in 25 contracts
Samples: Acquisition and Share Exchange Agreement (IWEB, Inc.), Acquisition and Share Exchange Agreement (Token Communities Ltd.), Acquisition and Share Exchange Agreement (Token Communities Ltd.)
Expenses. Except as otherwise to the extent specifically provided herein, whether or not the transactions contemplated hereby are consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid borne by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 23 contracts
Samples: Asset Purchase and Sale Agreement (Abm Industries Inc /De/), Limited Liability Company Membership Interests and Stock Purchase Agreement (Dynegy Holdings Inc), Sale Agreement (Abm Industries Inc /De/)
Expenses. Except as otherwise provided hereinmay be agreed in writing or otherwise set forth in this Agreement, all costs costs, fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring or required to incur such costs costs, fees and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 22 contracts
Samples: Voting Support Agreement (Bank of Commerce Holdings), Voting Support Agreement (Bank of Commerce Holdings), Non Competition Agreement (Unified Grocers, Inc.)
Expenses. Except as otherwise expressly provided hereinin this Agreement, whether or not the transactions contemplated by this Agreement are consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid borne by the party Party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 21 contracts
Samples: Asset Purchase Agreement (Upstream Bio, Inc.), Asset Purchase Agreement (Upstream Bio, Inc.), Contribution and Equity Purchase Agreement (McAfee Corp.)
Expenses. Except as otherwise provided hereinset forth in this Agreement, all costs fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party hereto incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 20 contracts
Samples: Lock Up Agreement (American Resources Corp), Lock Up Agreement (AI Transportation Acquisition Corp), Lock Up Agreement (Pyrophyte Acquisition Corp.)
Expenses. Except as Unless otherwise provided herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby and thereby shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are Merger is consummated.
Appears in 17 contracts
Samples: Plan and Agreement of Merger (Bowmo, Inc.), Rescission Agreement and Mutual Release (Accredited Solutions, Inc.), Plan and Agreement of Merger (Genesis Electronics Group, Inc.)
Expenses. Except as otherwise provided hereinRegardless of whether the transactions contemplated hereby are consummated, all legal and other costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party hereto incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 16 contracts
Samples: Stock Exchange and Restructuring Agreement (American Housing Income Trust, Inc.), Stock Exchange and Restructuring Agreement (American Housing Income Trust, Inc.), Stock Exchange Agreement (AMERICATOWNE Inc.)
Expenses. Except as otherwise specifically provided hereinin this Agreement, all costs and expenses incurred in connection with this Agreement and all agreements and documents contemplated hereby, and the consummation of the transactions contemplated hereby and thereby, shall be borne and paid by the party incurring such costs and or expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 15 contracts
Samples: Agreement and Plan of Merger (South Plains Financial, Inc.), Agreement and Plan of Reorganization (LegacyTexas Financial Group, Inc.), Agreement and Plan of Reorganization (Prosperity Bancshares Inc)
Expenses. Except as otherwise provided herein, whether or not the transactions contemplated hereby are consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the obligation of the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 15 contracts
Samples: Exchange Agreement (New York Film Works Inc), Option Agreement (Amincor, Inc.), Exchange Agreement (Hugo International Telecom Inc)
Expenses. Except as may otherwise be specifically provided herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall will be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are Offer or the Merger is consummated.
Appears in 14 contracts
Samples: Tender and Voting Agreement (Engility Holdings, Inc.), Tender and Voting Agreement (Raytheon Co/), Tender and Voting Agreement (Raytheon Co/)
Expenses. Except as otherwise expressly provided hereinin this Agreement, all legal, accounting and other costs and expenses incurred in connection with this Agreement herewith and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 13 contracts
Samples: Transition Services Agreement (Medicis Pharmaceutical Corp), Asset Purchase Agreement (Medicis Pharmaceutical Corp), Asset Purchase Agreement (Icn Pharmaceuticals Inc)
Expenses. Except as otherwise provided hereinherein provided, all costs and expenses incurred in connection with this Agreement and or the transactions contemplated hereby herein provided for shall be paid by the party incurring such costs expenses and expenses, whether or not the transactions contemplated hereby are consummatedcosts.
Appears in 10 contracts
Samples: Asset Purchase Agreement (Arts Way Manufacturing Co Inc), Asset Purchase Agreement (Arts Way Manufacturing Co Inc), Second Asset Purchase Agreement (Forgent Networks Inc)
Expenses. Except as otherwise provided hereinmay be agreed in writing, all costs costs, fees, and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs costs, fees, and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 9 contracts
Samples: Voting Agreement (Glacier Bancorp, Inc.), Solicitation, and Confidentiality Agreement (Glacier Bancorp, Inc.), Voting Agreement and Irrevocable Proxy (Glacier Bancorp, Inc.)
Expenses. Except as otherwise to the extent specifically provided herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid borne by the party Party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 9 contracts
Samples: Interconnection Agreement (Potomac Electric Power Co), Generating Plant and Gas Turbine Asset Purchase and Sale Agreement (Consolidated Edison Co of New York Inc), Asset Purchase and Sale Agreement (NRG Energy Inc)
Expenses. Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party Party incurring such costs and expenses, whether or not the transactions contemplated hereby by this Agreement are consummated, and any actions taken by either party in furtherance thereof shall be at such Party’s sole risk and expense.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Brekford Traffic Safety, Inc.), Agreement and Plan of Merger (Brekford Traffic Safety, Inc.), Agreement and Plan of Merger (KeyStone Solutions, Inc.)
Expenses. Except as otherwise provided hereinset forth in this Agreement, whether the transactions contemplated by this Agreement are consummated or not, all legal and other costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby by this Agreement shall be paid by the party Party incurring such costs and expenses, whether or not the transactions expenses unless expressly otherwise contemplated hereby are consummatedin this Agreement.
Appears in 8 contracts
Samples: Stock Purchase Agreement (Chesapeake Utilities Corp), Share Purchase Agreement (WEX Inc.), Share Purchase Agreement (WEX Inc.)
Expenses. Except as otherwise provided hereinset forth in this Agreement, whether the transactions contemplated by this Agreement are consummated or not, all legal and other costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby by this Agreement shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 8 contracts
Samples: Equity and Asset Purchase Agreement (CURO Group Holdings Corp.), Equity Purchase Agreement (REV Renewables, Inc.), Equity Purchase Agreement (Pseg Power LLC)
Expenses. Except as otherwise provided expressly set forth herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 7 contracts
Samples: Stockholder Agreement (Fil Acquisition Corp), Conformed Copy (Yurie Systems Inc), Stockholder Agreement (Fil Acquisition Corp)
Expenses. Except as otherwise provided herein, each party to this Agreement will bear all of the fees, costs and expenses incurred by it in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenseshereby, whether or not the such transactions contemplated hereby are consummated.
Appears in 7 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Taronis Technologies, Inc.), Asset Purchase Agreement (Magnegas Corp)
Expenses. Except as otherwise provided hereinset forth in this Agreement, whether or not the Transactions are consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby Transactions shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummatedcosts.
Appears in 7 contracts
Samples: Contribution and Sale Agreement (Westbrook Real Estate Partners LLC), Contribution and Sale Agreement (Alter Robert A), Voting Agreement (Alter Robert A)
Expenses. Except as otherwise provided herein, all costs and expenses incurred set forth in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated, each party shall bear all costs and expenses incurred or to be incurred by such party in connection with this Agreement and the consummation of the transactions contemplated hereby.
Appears in 7 contracts
Samples: Acquisition Agreement (MF Global Ltd.), Acquisition Agreement, Asset Purchase Agreement
Expenses. Except Whether or not the transactions contemplated by this Agreement are consummated, and except as otherwise provided expressly set forth herein, all costs and expenses (including legal fees, accounting fees, investment banking fees, and filing fees) incurred in connection with this Agreement and the transactions contemplated hereby by this Agreement shall be paid by the party Party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 7 contracts
Samples: License Agreement, Intellectual Property Cross License Agreement (Versum Materials, Inc.), Cross License Agreement (Versum Materials, LLC)
Expenses. Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement and the other agreements contemplated hereby and the transactions contemplated hereby and thereby shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 7 contracts
Samples: Stock Purchase Agreement (Tba Entertainment Corp), Stock Purchase Agreement (Tba Entertainment Corp), Purchase and Sale Agreement (Tba Entertainment Corp)
Expenses. Except as otherwise expressly provided herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expensesAgreement, whether or not the transactions contemplated hereby are consummated, each Party shall pay all costs and expenses it has incurred or will incur in anticipation of, relating to and in connection with the negotiation and execution of this Agreement and consummation of the transactions contemplated hereby.
Appears in 6 contracts
Samples: Purchase and Sale Agreement (Summit Midstream Partners, LP), Contribution Agreement (Summit Midstream Partners, LP), Contribution Agreement
Expenses. Except as otherwise provided hereinexpressly set forth in this Agreement, whether the transactions contemplated hereby are or are not consummated, all legal and other costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 6 contracts
Samples: Asset Purchase Agreement (Blue Dolphin Energy Co), Asset Purchase Agreement (Di Industries Inc), Asset Purchase Agreement (Blue Dolphin Energy Co)
Expenses. Except as otherwise provided herein, all costs and -------- expenses incurred in connection with this Agreement and the transactions contemplated hereby by this Agreement shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 6 contracts
Samples: Voting Agreement (Xtra Corp /De/), Voting Agreement (Xtra Corp /De/), Voting Agreement (Xtra Corp /De/)
Expenses. Except as otherwise expressly provided hereinin this Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid borne by the party Party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 6 contracts
Samples: Asset Purchase Agreement (NPC Restaurant Holdings, LLC), Asset Purchase Agreement (Wendy's Co), Asset Purchase Agreement (Wendy's Co)
Expenses. Except as otherwise provided hereinset forth in the Purchase Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expensesexpense, whether or not the transactions contemplated hereby are consummated.
Appears in 6 contracts
Samples: Voting and Lock Up Agreement, Voting and Lock Up Agreement (Oncobiologics, Inc.), Voting and Lock Up Agreement (Oncobiologics, Inc.)
Expenses. Except as otherwise provided herein, all All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall will be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated, except as otherwise expressly provided herein.
Appears in 6 contracts
Samples: Intellectual Property Purchase and License Agreement (Post Holdings, Inc.), Asset Sale Agreement (Del Monte Foods Co), Asset Sale Agreement (Chattem Inc)
Expenses. Except as otherwise provided herein, whether or not the actions contemplated by this Agreement are consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby thereby shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 6 contracts
Samples: Asset Purchase Agreement (Inspire Veterinary Partners, Inc.), Form of Asset Purchase Agreement (Inspire Veterinary Partners, Inc.), Form of Asset Purchase Agreement (Inspire Veterinary Partners, Inc.)
Expenses. Except Whether or not the transactions contemplated hereby are consummated, except as otherwise provided hereinin this Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party Party incurring such costs and expenses, whether or not . Notwithstanding the transactions contemplated hereby are consummated.foregoing:
Appears in 6 contracts
Samples: Purchase and Sale Agreement (Public Service Co of New Mexico), Assignment and Assumption Agreement (Arizona Public Service Co), Purchase and Sale Agreement (El Paso Electric Co /Tx/)
Expenses. Except as otherwise to the extent provided herein, whether or not the transactions contemplated hereby are consummated, all costs costs, fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid borne by the party Party incurring such costs costs, fees and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 6 contracts
Samples: Purchase and Sale Agreement (PPL Energy Supply LLC), Purchase and Sale Agreement (PPL Energy Supply LLC), Purchase and Sale Agreement (NRG Energy, Inc.)
Expenses. Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 6 contracts
Samples: Purchase Agreement (Safeguard Scientifics Inc Et Al), Option Agreement (Metrocall Inc), Common Stock Purchase Agreement (Metrocall Inc)
Expenses. Except as otherwise provided expressly set forth herein, all costs costs, fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expensescost, whether fee or not the transactions contemplated hereby are consummatedexpense.
Appears in 5 contracts
Samples: Registration Rights Agreement (First Foundation Inc.), Registration Rights Agreement (First Foundation Inc.), Registration Rights Agreement (First Foundation Inc.)
Expenses. Except as otherwise expressly provided herein, whether or not the transactions contemplated hereby are consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 5 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Sabre Corp), Securities Purchase Agreement (Demand Media Inc.)
Expenses. (a) Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall will be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 5 contracts
Samples: Shareholder Rights Agreement, Form of Shareholder Rights Agreement (BW LPG LTD), Investor Rights Agreement (Navigator Holdings Ltd.)
Expenses. Except as otherwise expressly provided for herein, all fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees, costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 5 contracts
Samples: Voting Agreement (Code Rebel Corp), Contemplated by Voting Agreement (Constant Contact, Inc.), Agreement and Plan of Merger (Endurance International Group Holdings, Inc.)
Expenses. Except as otherwise expressly provided hereinin this Agreement, whether or not the transactions contemplated by this Agreement are consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid borne by the party Party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 5 contracts
Samples: Stock and Asset Purchase Agreement (Haleon PLC), Stock and Asset Purchase Agreement (Haleon PLC), Stock and Asset Purchase Agreement (Glaxosmithkline PLC)
Expenses. Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement Agreement, or any amendment or waiver hereof, and the transactions contemplated hereby shall be paid by the party incurring such costs and or expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 5 contracts
Samples: Investor Rights Agreement (China Jo-Jo Drugstores, Inc.), Share Subscription Agreement (Tuspark Innovation Venture LTD), Investor Rights Agreement (Tencent Holdings LTD)
Expenses. Except as otherwise expressly provided hereinin this Agreement, whether or not the transactions contemplated by this Agreement are consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid borne by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 5 contracts
Samples: Stock Purchase Agreement (Optimer Pharmaceuticals Inc), Share Purchase Agreement (Cree Inc), Asset Purchase Agreement (Aames Investment Corp)
Expenses. Except as otherwise provided herein, all costs costs, fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby hereby, whether or not consummated, shall be paid by the party incurring such costs and expenses, whether cost or not the transactions contemplated hereby are consummatedexpense.
Appears in 5 contracts
Samples: Proxy and Voting Agreement (McGuirk Terence F), Proxy and Voting Agreement (Malone John C), Insider Stock Purchase Agreement (Diamir Biosciences Corp.)
Expenses. Except as otherwise provided hereinWhether or not the transactions contemplated by this Agreement are consummated, all costs and expenses (including all legal, accounting, broker, finder or investment banker fees) incurred in connection with this Agreement and the transactions contemplated hereby shall are to be paid by the party Party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummatedexcept as expressly provided herein.
Appears in 5 contracts
Samples: Asset Purchase Agreement (Rubicon Technologies, Inc.), Stock Purchase Agreement (Pioneer Power Solutions, Inc.), Securities Purchase Agreement (Hormel Foods Corp /De/)
Expenses. Except as otherwise provided herein, all costs and expenses incurred in connection with the transactions contemplated hereby, this Agreement and the consummation of the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 5 contracts
Samples: Purchase Agreement (Superior National Insurance Group Inc), Asset Purchase Agreement (Steelcase Inc), Purchase Agreement (Motor Club of America)
Expenses. Except as otherwise provided hereinherein (and except as provided in the Securities Purchase Agreement), all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 5 contracts
Samples: Preferred Stock Rights Agreement (Elevation Partners, L.P.), Investor Rights Agreement (Hoku Scientific Inc), Registration Rights Agreement (Elevation Partners, L.P.)
Expenses. Except as otherwise expressly provided hereinin this Agreement, whether or not the transactions contemplated by this Agreement are consummated, all direct and indirect costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid borne by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 5 contracts
Samples: Stock Purchase Agreement (Sonasoft CORP), Stock Purchase Agreement, Membership Interest Purchase Agreement (Unrivaled Brands, Inc.)
Expenses. Except as otherwise expressly provided hereinherein or mutually agreed, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid borne by the party Party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 5 contracts
Samples: Collaboration and License Agreement (TScan Therapeutics, Inc.), Collaboration and License Agreement (Neurocrine Biosciences Inc), Collaboration, Option and License Agreement (Exicure, Inc.)
Expenses. Except as otherwise provided herein, all costs and expenses incurred in connection with the transactions contemplated hereby, this Agreement and the consummation of the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are is consummated.
Appears in 4 contracts
Samples: Purchase Agreement (Ceres Group Inc), Purchase Agreement (Ceres Group Inc), Purchase Agreement (Universal American Financial Corp)
Expenses. Except as otherwise provided hereinmay be agreed in writing, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring or required to incur such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 4 contracts
Samples: Voting Agreement (W R Grace & Co), Voting Agreement (Synthetech Inc), Voting Agreement (Dow Chemical Co /De/)
Expenses. Except as otherwise expressly provided herein, all costs and expenses incurred in connection with this Agreement Agreement, or any amendment or waiver hereof, and the transactions contemplated hereby shall be paid by the party incurring such costs and or expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 4 contracts
Samples: Share Subscription Agreement (MINISO Group Holding LTD), Share Subscription Agreement (MINISO Group Holding LTD), Share Subscription Agreement (Tencent Holdings LTD)
Expenses. Except as otherwise provided hereinWhether or not the transactions contemplated by this Agreement are consummated, all costs and expenses (including all legal, accounting, broker, finder or investment banker fees) incurred in connection with this Agreement and the transactions contemplated hereby shall are to be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummatedexpenses except as expressly provided herein.
Appears in 4 contracts
Samples: Asset Purchase Agreement, Stock Purchase Agreement (Watts Water Technologies Inc), Asset Purchase Agreement (Global Power Equipment Group Inc.)
Expenses. Except as otherwise provided hereinset forth in this Agreement and the Related Agreements, whether or not the transactions contemplated by this Agreement are consummated, all legal and other costs and expenses incurred in connection with this Agreement and the Related Agreements and the transactions contemplated hereby shall will be paid by the party Party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummatedcosts.
Appears in 4 contracts
Samples: Joint Venture Agreement (Clorox Co /De/), Joint Venture Agreement (Clorox Co /De/), Joint Venture Agreement (Clorox Co /De/)
Expenses. Except as otherwise provided hereinherein (and except as provided in the Purchase Agreement), all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 4 contracts
Samples: Registration Rights Agreement (Access Integrated Technologies, Inc. D/B/a Cinedigm Digital Cinema Corp.), Equity Holders Agreement (Evercore Partners Inc.), Registration Rights Agreement (Power One Inc)
Expenses. Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement and the consummation of the transactions contemplated hereby herein shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Eau Technologies, Inc.), Stock Purchase Agreement (Eau Technologies, Inc.), Stock Purchase Agreement (Eau Technologies, Inc.)
Expenses. Except as otherwise to the extent specifically provided herein, whether or not the transactions contemplated hereby are consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid borne by the party Party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 4 contracts
Samples: Limited Liability Company Agreement (Anadarko Petroleum Corp), Master Put Option and Membership Interest Purchase Agreement (Constellation Energy Group Inc), Asset Purchase Agreement (Galileo Corp)
Expenses. Except as otherwise provided hereinin Section 8.2, whether or not the transactions contemplated herein are consummated, payment for all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid made by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 4 contracts
Samples: Agreement and Plan (T-3 Energy Services Inc), Registration Rights Agreement (Superior Energy Services Inc), Agreement and Plan of Merger (Superior Energy Services Inc)
Expenses. Except as otherwise provided hereinexpressly set forth herein (including Section 7.3), all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby by this Agreement shall be paid by the party incurring such costs and expenses, whether or not the Merger and the transactions contemplated hereby by this Agreement are consummated.
Appears in 4 contracts
Samples: Voting Agreement (Cas Medical Systems Inc), Agreement and Plan of Merger (K2m Group Holdings, Inc.), Agreement and Plan of Merger (Stryker Corp)
Expenses. Except Whether or not the transactions contemplated hereby are consummated, except as otherwise provided herein, all costs and expenses incurred in connection with the execution of this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummatedexpenses except as otherwise set forth herein.
Appears in 4 contracts
Samples: Registration Rights Agreement (Bay Bancorp, Inc.), Registration Rights Agreement (Bay Bancorp, Inc.), Securities Purchase Agreement (Bay Bancorp, Inc.)
Expenses. Except as otherwise provided hereinherein provided, all expenses and costs and expenses incurred in connection with this Agreement and or the transactions contemplated hereby herein provided for shall be paid by the party incurring such costs expenses and expenses, whether or not the transactions contemplated hereby are consummatedcosts.
Appears in 4 contracts
Samples: Merger Agreement (Ezcorp Inc), Merger Agreement (Ezcorp Inc), Stock Purchase Agreement (Ezcorp Inc)
Expenses. Except as otherwise provided hereinspecifically set forth elsewhere in this Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether cost or not the transactions contemplated hereby are consummatedexpense.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Mateon Therapeutics Inc), Agreement and Plan of Merger (Marina Biotech, Inc.), Agreement and Plan of Merger (Snap Interactive, Inc)
Expenses. Except Whether or not the transactions contemplated hereby are consummated, except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall hereby, including the preparation and execution of this Agreement and performance of the transactions contemplated hereby, and all fees and expenses of investment bankers, finders, brokers, agents, representatives, consultants, counsel and accountants, will be paid by the party Party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 3 contracts
Samples: Settlement Agreement (Zi Corp), Settlement Agreement (Zi Corp), Settlement Agreement (Zi Corp)
Expenses. Except as otherwise provided herein, all All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall shall, except as otherwise expressly provided herein, be paid by the party incurring such costs and expenses, whether or not the such transactions contemplated hereby are consummated. Buyer hereby agrees to file all necessary documents (including all Tax Returns) with respect to all such amounts in a timely manner.
Appears in 3 contracts
Samples: Loan Portfolio Sale and Purchase Agreement, Loan Portfolio Sale and Purchase Agreement (Ameritrans Capital Corp), Loan Portfolio Sale and Purchase Agreement (Ameritrans Capital Corp)
Expenses. Except as otherwise expressly provided for herein, all costs costs, fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid borne by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 3 contracts
Samples: Registration Rights Agreement (Safe Auto Insurance Group, Inc.), Registration Rights Agreement (Kinsale Capital Group, Inc.), Registration Rights Agreement (Kinsale Capital Group, Inc.)
Expenses. Except as otherwise provided herein, all costs and expenses incurred in connection with the transactions contemplated by this Agreement and the transactions contemplated hereby Ancillary Agreements shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Andlinger Capital Xiii LLC), Securities Purchase Agreement (Magida Stephen A), Securities Purchase Agreement (Axess Corp)
Expenses. Except Whether or not the transactions contemplated hereby are consummated, except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall will be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 3 contracts
Samples: Assignment and Assumption of Easement Agreement, Asset Sale Agreement (Synthetic Industries Inc), License Agreement (Cone Mills Corp)
Expenses. Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and or expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 3 contracts
Samples: Voting and Support Agreement (Leaf Group Ltd.), Voting and Support Agreement (Obalon Therapeutics Inc), Voting and Support Agreement (Ra Capital Management, LLC)
Expenses. Except as otherwise expressly provided herein, all legal and other costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the parties as each party incurring incurs such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 3 contracts
Samples: Registration Rights Agreement (New York & Company, Inc.), Registration Rights Agreement (Empire Financial Holding Co), Registration Rights Agreement (Heico Corp)
Expenses. Except as otherwise expressly provided herein, whether or not the transactions contemplated hereby are consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummatedexpense.
Appears in 3 contracts
Samples: Preferred Stock Purchase Agreement (Carver Bancorp Inc), Stock Purchase Agreement (Carver Bancorp Inc), Stock Purchase Agreement (Carver Bancorp Inc)
Expenses. Except as otherwise provided herein, whether or not the actions contemplated by this Agreement are consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby Contemplated Transactions shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement, Asset Purchase Agreement (Brookdale Senior Living Inc.)
Expenses. Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 3 contracts
Samples: Parent Shareholder Support Agreement (Ispat International Nv), Parent Shareholder Support Agreement (Mittal Steel S.a r.l.), Parent Shareholder Support Agreement (International Steel Group Inc)
Expenses. Except as otherwise provided herein, whether or not the transactions contemplated by this Agreement are consummated, all costs fees, charges and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and fees, charges or expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Neustar Inc), Agreement and Plan of Merger (Neustar Inc), Stock Purchase Agreement (Propex Fabrics Inc.)
Expenses. Except as otherwise provided hereinin this Agreement, whether or not the transactions contemplated by this Agreement are consummated, all costs and expenses incurred in connection with the negotiation and execution of this Agreement and the transactions contemplated hereby shall be paid by the party incurring or required to incur such costs and expenses, whether or not including the transactions contemplated hereby are consummatedInvestor Registration Expenses (which shall be from the account of the Company).
Appears in 3 contracts
Samples: Unit Subscription Agreement, Unit Subscription Agreement (QLT Inc/Bc), Unit Subscription Agreement (QLT Inc/Bc)
Expenses. Except as otherwise expressly provided herein, whether or not the transactions contemplated herein are consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby herein shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Mdi, Inc.), Asset Contribution Agreement (Innovative Card Technologies Inc), Securities Purchase Agreement (Mdi, Inc.)
Expenses. Except as otherwise expressly provided hereinherein (including Section 5.07 hereof), all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Innovative Food Holdings Inc), Asset Purchase Agreement (Innovative Food Holdings Inc), Acquisition Agreement (Codexis, Inc.)
Expenses. Except Whether or not this Agreement and the transactions contemplated hereby are consummated, and except as otherwise provided expressly set forth herein, all costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Compost America Holding Co Inc), Stock Purchase Agreement (Compost America Holding Co Inc), Stock and Debt Purchase Agreement (Vertex Interactive Inc)
Expenses. Except as set otherwise provided hereinforth in this Section 7.3, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby Transactions shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby Transactions are consummated.
Appears in 3 contracts
Samples: Stock Purchase and Sale Agreement (Rubicon Technology, Inc.), Stock Purchase and Sale Agreement (Janel Corp), Stock Purchase and Sale Agreement (Janel Corp)
Expenses. Except Whether or not the Transactions contemplated hereby are consummated, except as otherwise provided hereinin this Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not . Notwithstanding the transactions contemplated hereby are consummated.foregoing:
Appears in 3 contracts
Samples: Asset Sale Agreement (Pacific Energy Partners Lp), Purchase and Sale Agreement (Integrated Health Services Inc), Purchase and Sale Agreement (Healthsouth Corp)
Expenses. Except as otherwise expressly provided herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Bit Brother LTD), Common Stock Purchase Agreement (OptimizeRx Corp), Asset Purchase Agreement (Predictive Oncology Inc.)
Expenses. Except as otherwise to the extent specifically provided herein, whether or not the transactions contemplated hereby are consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid borne by the party Party incurring such costs and expenses, whether or not . Purchaser shall be responsible for the transactions contemplated hereby are consummated.costs and
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Public Service Co of New Mexico), Purchase and Sale Agreement (Public Service Co of New Mexico), Purchase and Sale Agreement (Public Service Co of New Mexico)
Expenses. Except as otherwise provided stated herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 3 contracts
Samples: Tax Sharing Agreement (Western Wireless Corp), Tax Sharing Agreement (Hutchison Whampoa LTD /Wav), Tax Sharing Agreement (Voicestream Wireless Holding Corp)
Expenses. Except as otherwise provided hereinin this Agreement, whether or not the transactions contemplated by this Agreement are consummated, all costs and expenses incurred in connection with the negotiation and execution of this Agreement and the transactions contemplated hereby shall be paid by the party incurring or required to incur such costs and expenses, whether or not including the transactions contemplated hereby are consummatedRegistration Expenses and Investor Registration Expenses (which shall be from the account of the Company).
Appears in 3 contracts
Samples: Share Subscription Agreement (QLT Inc/Bc), Share Subscription Agreement (Pozen Inc /Nc), Share Subscription Agreement (Tribute Pharmaceuticals Canada Inc.)
Expenses. Except as otherwise provided hereinset forth in Section 6.2, whether or not the transactions contemplated by this Agreement are consummated and made effective, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby by this Agreement shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Bliss & Laughlin Industries Inc /De), Agreement and Plan of Merger (BRW Steel Corp), Amended Agreement and Plan of Merger (BRW Steel Corp)
Expenses. Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether cost or not the transactions contemplated hereby are consummatedexpense.
Appears in 3 contracts
Samples: Operating Agreement (Falcon's Beyond Global, Inc.), Tax Receivable Agreement (FAST Acquisition Corp. II), Asset Purchase Agreement (Atlantic Data Services Inc)
Expenses. Except as otherwise provided hereinset forth in this Agreement, whether the transactions contemplated by this Agreement are consummated or not, all legal and other costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby by this Agreement shall be paid by the party incurring such costs and expenses, whether or not the transactions expenses unless expressly otherwise contemplated hereby are consummatedin this Agreement.
Appears in 3 contracts
Samples: Stock Purchase Agreement (PQ Group Holdings Inc.), Securities Purchase Agreement (Hologic Inc), Stock Purchase Agreement (Middleby Corp)
Expenses. Except as to the extent otherwise specifically provided herein, whether or not the transactions contemplated hereby are consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid borne by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 3 contracts
Samples: General Partnership Interest Purchase Agreement (Tc Pipelines Lp), General Partnership Interest Purchase Agreement (Tc Pipelines Lp), General Partner Interest Holder Agreement (Tc Pipelines Lp)
Expenses. Except as otherwise provided herein, all costs fees and expenses incurred in connection with this Agreement and the other transactions contemplated hereby shall be paid by the party incurring such costs and fees or expenses, whether or not the transactions contemplated hereby are Merger is consummated.
Appears in 3 contracts
Samples: Voting and Support Agreement (Affinity Gaming), Voting and Support Agreement (Affinity Gaming), Voting and Support Agreement (Affinity Gaming)
Expenses. Except as otherwise provided herein, all costs costs, fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby hereby, whether or not consummated, shall be paid by the party incurring such costs and expensescost, whether fee or not the transactions contemplated hereby are consummatedexpense.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Axa Financial Inc), Purchase Agreement (Axa Financial Inc), Purchase Agreement
Expenses. Except as otherwise expressly provided hereinin this Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, expenses whether or not the transactions contemplated hereby are consummated.
Appears in 3 contracts
Samples: Asset Purchase Agreement (North American Technologies Group Inc /Mi/), Asset Purchase Agreement (Territorial Resources Inc), Exhibit 10.14 Agreement (North American Technologies Group Inc /Mi/)
Expenses. Except as otherwise provided hereinmay be agreed in writing, all costs costs, fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs costs, fees, and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 3 contracts
Samples: Voting Agreement and Irrevocable Proxy (Glacier Bancorp Inc), Voting Agreement and Irrevocable Proxy (Glacier Bancorp Inc), Voting Agreement and Irrevocable Proxy (Glacier Bancorp Inc)
Expenses. (a) Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether cost or not the transactions contemplated hereby are consummatedexpense.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sylvan Inc), Agreement and Plan of Merger (Sylvan Inc), Agreement and Plan of Merger (Sylvan Inc)
Expenses. Except as otherwise provided expressly set forth herein, all legal and other costs and expenses incurred in connection with this Agreement and the transactions Transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Chase Corp), Secured Party Sale Agreement (Us Dry Cleaning Corp)
Expenses. Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Printpack Inc), 7 Agreement (Natural Health Trends Corp)
Expenses. Except as otherwise provided hereinin this Agreement, whether or not the transactions contemplated hereby are consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party Party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummatedexpense.
Appears in 2 contracts
Samples: Asset Purchase Agreement (GAIN Capital Holdings, Inc.), Asset Purchase Agreement (Global Brokerage, Inc.)
