Fees and Expenses. (a) Except as set forth in this Section 7.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Merger is consummated.
Appears in 27 contracts
Samples: Agreement and Plan of Merger (Avant Immunotherapeutics Inc), Agreement and Plan of Merger (Infodata Systems Inc), Agreement and Plan of Merger (Northwest Equity Corp)
Fees and Expenses. (a) Except as set forth in this Section 7.38.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees and expenses, whether or not the Merger is consummated.
Appears in 22 contracts
Samples: Agreement and Plan of Merger (Analogic Corp), Agreement and Plan of Merger (American Science & Engineering, Inc.), Agreement and Plan of Merger (Palomar Medical Technologies Inc)
Fees and Expenses. (a) Except as set forth in this Section 7.38.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees and expenses, whether or not the Offer or the Merger is consummated.
Appears in 15 contracts
Samples: Agreement and Plan of Merger (Epizyme, Inc.), Agreement and Plan of Merger (Hologic Inc), Agreement and Plan of Merger (Cynosure Inc)
Fees and Expenses. (a) Except as set forth otherwise provided in this Section 7.3, all fees and expenses incurred in connection with this Agreement Agreement, the Merger and the other transactions contemplated hereby shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.
Appears in 13 contracts
Samples: Agreement and Plan of Merger (Infrastructure & Energy Alternatives, Inc.), Agreement and Plan of Merger (Red Lion Hotels CORP), Agreement and Plan of Merger (Continental Building Products, Inc.)
Fees and Expenses. (a) Except as otherwise set forth in this Section 7.39.03, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Merger is consummated.
Appears in 13 contracts
Samples: Agreement and Plan of Merger (DecisionPoint Systems, Inc.), Agreement and Plan of Merger (National Semiconductor Corp), Agreement and Plan of Merger (Texas Instruments Inc)
Fees and Expenses. (a) Except as set forth provided in paragraph (b) of this Section 7.35.06, all fees and expenses incurred in connection with this Agreement Agreement, the Merger and the other transactions contemplated hereby by this Agreement shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Pioneer Companies Inc), Agreement and Plan of Merger (Animas Corp), Agreement and Plan of Merger (Conor Medsystems Inc)
Fees and Expenses. (a) Except as set forth in this Section 7.38.2, all fees fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, expenses whether or not the Merger is consummated.
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Cubist Pharmaceuticals Inc), Agreement and Plan of Merger (Adolor Corp), Agreement and Plan of Merger (Cubist Pharmaceuticals Inc)
Fees and Expenses. (a) Except as set forth provided in this Section 7.35.8, all fees and expenses incurred in connection with the Merger, this Agreement Agreement, and the transactions contemplated hereby by this Agreement shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Citigroup Inc), Agreement and Plan of Merger (Salomon Inc), Agreement and Plan of Merger (Williams Companies Inc)
Fees and Expenses. (a) Except as set forth otherwise provided in this Section 7.39.3, all fees and expenses incurred in connection with this Agreement Agreement, the Merger and the other transactions contemplated hereby shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Home Federal Bancorp, Inc. Of Louisiana), Agreement and Plan of Merger (Home Bancorp, Inc.), Agreement and Plan of Merger (Retail Properties of America, Inc.)
Fees and Expenses. (a) Except as set forth in this Section 7.39.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Merger is consummated.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Pernix Therapeutics Holdings, Inc.), Agreement and Plan of Merger (Advanced BioEnergy, LLC), Agreement and Plan of Merger (Golf Trust of America Inc)
Fees and Expenses. (a) Except as set forth in this Section 7.36.4, Section 6.6 and Section 8.2, all fees fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall will be paid by the party incurring such expenses, expenses whether or not the Merger is consummated.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Inhibrx, Inc.), Agreement and Plan of Merger, Agreement and Plan of Merger (Pfizer Inc)
Fees and Expenses. (a) Except as set forth otherwise provided in this Section 7.310.3, all fees and expenses incurred in connection with this Agreement Agreement, the Merger and the transactions contemplated hereby other Contemplated Transactions shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.
Appears in 7 contracts
Samples: Voting and Support Agreement (HMN Financial Inc), Agreement and Plan of Merger (Nicolet Bankshares Inc), Agreement and Plan of Merger (Alerus Financial Corp)
Fees and Expenses. (a) Except as expressly set forth in this Section 7.35.06, all fees and expenses incurred in connection with this Agreement Agreement, the Merger and the other transactions contemplated hereby by this Agreement shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (HashiCorp, Inc.), Agreement and Plan of Merger, Agreement and Plan of Merger
Fees and Expenses. (a) Except as set forth otherwise provided in this Section 7.37.03, all fees costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby Transactions shall be paid by the party incurring such expenses, whether or not the Merger any Transaction is consummated.
Appears in 7 contracts
Samples: Stock Purchase Agreement (Ashner Michael L), Stock Purchase Agreement (Ashner Michael L), Stock Purchase Agreement (Shelbourne Properties I Inc)
Fees and Expenses. (a) Except as set forth provided in this Section 7.35.07 or Section 4.01(d), all fees and expenses incurred in connection with the Merger, this Agreement and the transactions contemplated hereby by this Agreement shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Pinnacle Entertainment Inc), Agreement and Plan of Merger (Pinnacle Entertainment Inc), Agreement and Plan of Merger (St Louis Riverboat Entertainment Inc)
Fees and Expenses. (a) Except as set forth in this Section 7.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby Transactions shall be paid by the party incurring such expenses, whether or not the Merger is consummated.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (PHH Corp), Agreement and Plan of Merger (Cendant Corp), Agreement and Plan of Merger (Cendant Corp)
Fees and Expenses. (a) Except as set forth provided in this Section 7.3, all fees and expenses incurred in connection with this Agreement Agreement, the Merger and the transactions contemplated hereby Transactions shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Liposcience Inc), Agreement and Plan of Merger (Autoinfo Inc), Support Agreement (Monogram Biosciences, Inc.)
Fees and Expenses. (a) Except as set forth provided in this Section 7.38.3, all fees and expenses incurred in connection with this Agreement the Merger and the transactions contemplated hereby by this Agreement shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Freescale Semiconductor Inc), Agreement and Plan of Merger (Freescale Semiconductor Inc), Agreement and Plan of Merger (Harland John H Co)
Fees and Expenses. (a) Except as set forth otherwise provided in this Section 5.8 and Section 7.3, whether or not the Transactions are consummated, all fees and expenses incurred in connection with the Transactions and this Agreement and the transactions contemplated hereby shall be paid by the party incurring or required to incur such fees or expenses, whether or not the Merger is consummated.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Piedmont Natural Gas Co Inc), Agreement and Plan of Merger (Duke Energy CORP), Agreement and Plan of Merger
Fees and Expenses. (a) Except as set forth provided below in this Section 7.37.06, all fees and expenses incurred in connection with the Offer, the Merger, this Agreement and the transactions contemplated hereby by this Agreement shall be paid by the party incurring such fees or expenses, whether or not the Offer or the Merger is consummated.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Octel Communications Corp), Agreement and Plan of Merger (Lucent Technologies Inc), Agreement and Plan of Merger (Tyco International LTD)
Fees and Expenses. (a) Except as otherwise set forth in this Section 7.3Agreement, whether or not the Mergers are consummated, all fees and expenses incurred in connection with this Agreement and the other transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Merger is consummated.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Watermark Lodging Trust, Inc.), Agreement and Plan of Merger (Ps Business Parks, Inc./Md), Agreement and Plan of Merger (QTS Realty Trust, Inc.)
Fees and Expenses. (a) Except as set forth otherwise provided in this Section 7.3, all fees and expenses incurred in connection with this Agreement Agreement, the Merger and the other transactions contemplated hereby shall be borne and timely paid by the party incurring such fees or expenses, whether or not the Merger is consummated.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Audience Inc), Agreement and Plan of Merger (Knowles Corp), Agreement and Plan of Merger (Ingredion Inc)
Fees and Expenses. (a) Except as set forth provided below in this Section 7.3, all fees and expenses incurred in connection with the Merger, this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (WTNH Broadcasting Inc), Agreement and Plan of Merger (U S Digital Communications Inc), Agreement and Plan of Merger (Lin Television Corp)
Fees and Expenses. (a) Except as set forth otherwise provided in this Section 7.3, Section 5.2(c) and Section 5.7(b), all fees and expenses incurred in connection with this Agreement Agreement, the Merger and the other transactions contemplated hereby shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (MKS Instruments Inc), Agreement and Plan of Merger (Electro Scientific Industries Inc), Agreement and Plan of Merger (MKS Instruments Inc)
Fees and Expenses. (a) Except as set forth in this Section 7.37.03, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Merger is consummated.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Trion Inc), Agreement and Plan of Merger (Liberty Technologies Inc), Agreement and Plan of Merger (Crane Co /De/)
Fees and Expenses. (a) Except as set forth provided otherwise provided in this Section 7.38.3, all fees and expenses incurred in connection with this Agreement Agreement, the Merger and the other transactions contemplated hereby by this Agreement shall be paid by the party incurring such fees or expenses, whether or not the Merger is or any of the other transactions contemplated by this Agreement are consummated.
Appears in 4 contracts
Samples: And Restated Agreement and Plan of Merger (China Security & Surveillance Technology, Inc.), Agreement and Plan of Merger (China Security & Surveillance Technology, Inc.), Agreement and Plan of Merger (China Security & Surveillance Technology, Inc.)
Fees and Expenses. (a) Except as set forth otherwise provided in this Section 7.3Section, whether or not the Merger is consummated, all fees costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether cost or not the Merger is consummatedexpense.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Prima Energy Corp), Iii Agreement and Plan of Merger (Prima Energy Corp), Agreement and Plan of Merger (Encana Corp)
Fees and Expenses. (a) Except as set forth in this Section 7.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Merger is such transactions are consummated.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Peoples Bankcorp Inc), Agreement and Plan of Merger (Community Bank System Inc), Agreement and Plan of Merger (Community Bank System Inc)
Fees and Expenses. (a) Except as set forth in this Section 7.3Whether or not the Merger is consummated, all fees costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs or expenses, whether or not the Merger is consummatedexcept as provided in Sections 8.1(d) and 8.1(e).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Patina Oil & Gas Corp), Agreement and Plan of Merger (Petrohawk Energy Corp), Agreement and Plan of Merger (Mission Resources Corp)
Fees and Expenses. (a) Except as set forth in this Section 7.38.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not if the Merger is not consummated.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Funco Inc), Agreement and Plan of Merger (Funco Inc), Agreement and Plan of Merger (Electronics Boutique Holdings Corp)
Fees and Expenses. (a) Except as set forth in this Section 7.3Whether or not the Merger is consummated, all fees costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs or expenses, whether or not the Merger is consummatedexcept as provided in Section 8.1(e).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Petrohawk Energy Corp), Agreement and Plan of Merger (KCS Energy Inc), Agreement and Plan of Merger (Petrohawk Energy Corp)
Fees and Expenses. (a) Except as set forth in this Section 7.3, all fees fees, 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 fees and expenses, whether or not the Offer or the Merger is consummated.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Talley Manufacturing & Technology Inc), Agreement and Plan of Merger (Talley Industries Inc), Agreement and Plan of Merger (Score Acquisition Corp)
Fees and Expenses. (a) Except as set forth otherwise provided in this Section 7.3Section, all fees and expenses incurred in connection with this Agreement Agreement, the Merger, the Spin-Off and the other transactions contemplated hereby shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Paramount Gold Nevada Corp.), Agreement and Plan of Merger (Paramount Gold & Silver Corp.), Agreement and Plan of Merger (Coeur Mining, Inc.)
Fees and Expenses. (a) Except as otherwise set forth in this Section 7.3, all fees and expenses Expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Offer, the Merger or any other related transaction is consummated.. As used in this Agreement, "
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Steel Partners Ii Lp), Agreement and Plan of Merger (Steel Partners Ii Lp), Agreement and Plan of Merger (WHX Corp)
Fees and Expenses. (a) Except as set forth in this Section 7.3, all fees costs and expenses incurred in connection with this Agreement Agreement, the Offer, the Merger and the other transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Merger is such transactions are consummated.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Networks Associates Inc/), Agreement and Plan of Merger (Networks Associates Inc/), Agreement and Plan of Merger (Cybermedia Inc)
Fees and Expenses. (a) Except as set forth in this Section 7.312, all fees and expenses incurred in connection with this Agreement, the Merger Agreement and the transactions contemplated thereby and hereby shall be paid by the party incurring such fees and expenses, whether or not the Merger is consummated.
Appears in 3 contracts
Samples: Majority Stockholder Voting Agreement (Epresence Inc), Majority Stockholder Voting Agreement (Infospace Inc), Majority Stockholder Voting Agreement (Switchboard Inc)
Fees and Expenses. (a) Except as set forth otherwise provided in this Section 7.37.3 or as contemplated by Section 2.2, all fees and expenses incurred in connection with this Agreement Agreement, the Merger and the other transactions contemplated hereby shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Green Bancorp, Inc.), Agreement and Plan of Merger (Green Bancorp, Inc.), Agreement and Plan of Merger (SP Bancorp, Inc.)
Fees and Expenses. (a) Except as set forth in this Section 7.3----------------- 8.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Merger is consummated.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sun Healthcare Group Inc), Agreement and Plan of Merger (Regency Health Services Inc), Agreement and Plan of Merger (Sun Healthcare Group Inc)
Fees and Expenses. (ai) Except as set forth otherwise provided in this Section 7.38.2(a), all fees and expenses incurred in connection with this Agreement Agreement, the Merger and the other transactions contemplated hereby shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Southern California Bancorp \ CA), Agreement and Plan of Merger (BayCom Corp), Agreement and Plan of Reorganization and Merger (BayCom Corp)
Fees and Expenses. (a) Except as set forth provided elsewhere in this Section 7.36.08, all fees and expenses incurred in connection with this Agreement Agreement, the Merger and the other transactions contemplated hereby shall be paid by the party incurring such fees or expenses, whether or not the Merger is such transactions are consummated.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cti Group Holdings Inc), Agreement and Plan of Merger (Stryker Corp), Agreement and Plan of Merger (Orthovita Inc)
Fees and Expenses. (a) Except as expressly set forth in this Section 7.35.06, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby by this Agreement shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (DemandTec, Inc.), Agreement and Plan of Merger (Internet Security Systems Inc/Ga), Agreement and Plan of Merger (Filenet Corp)
Fees and Expenses. (a) Except as set forth in this Section 7.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party Party incurring such fees and expenses, whether or not the Merger is consummated.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Vringo Inc), Agreement and Plan of Merger (Mortons Restaurant Group Inc), Agreement and Plan of Merger (Excelon Corp)
Fees and Expenses. (a) Except as otherwise set forth in this Section 7.310.03, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Merger is consummated.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Astrazeneca PLC), Agreement and Plan of Merger (Medimmune Inc /De), Agreement and Plan of Merger (Accredited Home Lenders Holding Co)
Fees and Expenses. (a) Except as set forth otherwise provided in this Section 7.3, all fees costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby Transactions shall be paid by the party incurring such expenses, whether or not the Merger any Transaction is consummated.
Appears in 3 contracts
Samples: Investment Agreement (Stewart W P & Co LTD), Stock Purchase Agreement (First Union Real Estate Equity & Mortgage Investments), Investment Agreement (Arrow Partners Lp)
Fees and Expenses. (a) Except as set forth provided below in this Section 7.37.7, all fees and expenses incurred in connection with the Offer, the Merger, this Agreement and the transactions contemplated hereby by this Agreement shall be paid by the party incurring such fees or expenses, whether or not the Offer or the Merger is consummated, except that printing and mailing costs and expenses shall be paid by Parent or Sub.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Endogen Inc), Agreement and Plan of Merger (Ewok Acquisition Corp), Agreement and Plan of Merger (Endogen Inc)
Fees and Expenses. (a) Except as set forth provided below ------------------ in this Section 7.37.05, all fees and expenses incurred in connection with the Offer, the Merger, this Agreement and the transactions contemplated hereby by this Agreement shall be paid by the party incurring such fees or expenses, whether or not the Offer or the Merger is consummated.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Conopco Acquisition Co Inc), Agreement and Plan of Merger (Curtis Helene Industries Inc /De/), Agreement and Plan of Merger (Curtis Helene Industries Inc /De/)
Fees and Expenses. (a) Except Other than as set forth specifically provided in this Section 7.38.3 or otherwise agreed to in writing by the parties hereto, all fees costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs or expenses, whether or not the Merger is consummated.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Fundtech LTD), Agreement and Plan of Merger and Reorganization (S1 Corp /De/), Agreement and Plan of Merger and Reorganization (Fundtech LTD)
Fees and Expenses. (a) Except as set forth in this Section 7.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby Transactions shall be paid by the party incurring such expenses, whether or not the Merger is Transactions are consummated.. (b)
Appears in 3 contracts
Samples: Agreement and Plan (Discreet Logic Inc), Agreement and Plan (Autodesk Inc), Agreement and Plan (Autodesk Inc)
Fees and Expenses. (a) Except as set forth provided below in this Section 7.37.06, all fees and expenses incurred in connection with this the Offer, the Merger, the Agreement and the transactions contemplated hereby by the Agreement shall be paid by the party incurring such fees or expenses, whether or not the Offer or the Merger is consummated.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Integrated Health Services Inc), Agreement and Plan of Merger (Peak Technologies Group Inc), Kirkwood Acquisition Corp
Fees and Expenses. (a) Except as set forth in this Section 7.38.2 and, with respect to Termination Fees, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby Transactions shall be paid by the party incurring such expenses, expenses whether or not the Merger is consummated.
Appears in 3 contracts
Samples: Iii Agreement and Plan of Merger (Msystems LTD), Agreement and Plan of Merger (Sandisk Corp), Agreement and Plan of Merger Agreement and Plan of Merger (M-Systems Flash Disk Pioneers LTD)
Fees and Expenses. (a) Except as set forth in this Section 7.310.4, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party or parties, as applicable, incurring such expenses, expenses whether or not the Offer and/or the Merger is consummated.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (3PAR Inc.), Agreement and Plan of Merger (Hewlett Packard Co), Agreement and Plan of Merger (Hewlett Packard Co)
Fees and Expenses. (a) Except as set forth in this Section 7.3Whether or not the Merger is consummated, all fees costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs or expenses, whether or not the Merger is consummatedexcept as provided in this Article 8.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Lilis Energy, Inc.), Agreement and Plan of Merger (Brushy Resources, Inc.), Agreement and Plan of Merger (American Eagle Energy Inc.)
Fees and Expenses. (a) Except as set forth provided in this Section 7.38.02, all fees fees, 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 fees and expenses, whether or not the Offer or the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Effective Management Systems Inc), Agreement and Plan of Merger (Ifs Ab)
Fees and Expenses. (a) Except as otherwise set forth in this Section 7.39.04, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (New Plan Excel Realty Trust Inc), Agreement and Plan of Merger (Centro Properties LTD)
Fees and Expenses. (a7.3(a) Except as set forth in this Section 7.3, all All fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees and expenses, whether or not the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Catalyst Semiconductor Inc), Agreement and Plan of Merger and Reorganization (On Semiconductor Corp)
Fees and Expenses. (a) Except as set forth otherwise provided in this Section 7.3Agreement, all fees and expenses incurred in connection with this Agreement Agreement, the Mergers and the other transactions contemplated hereby shall be paid by the party Party incurring such fees or expenses, whether or not the Merger is Mergers are consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Urstadt Biddle Properties Inc), Agreement and Plan of Merger (Regency Centers Lp)
Fees and Expenses. (a) Except as set forth otherwise provided in this Section 7.39.3, all fees and expenses incurred in connection with this Agreement Agreement, the Mergers, the Asset Transfers and the other transactions contemplated hereby shall be paid by the party Party incurring such fees or expenses, whether or not the Merger is Mergers and the Asset Transfers are consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Industrial Property Trust Inc.), Agreement and Plan of Merger (Prologis, L.P.)
Fees and Expenses. (a) Except as set forth in this clauses (b) and (c) below or Section 7.311.8, whether or not the Merger is consummated, all fees costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be the exclusive obligation of, and shall be paid by by, the party incurring such expenses, whether or not the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Family Restaurants), Agreement and Plan of Merger (Koo Koo Roo Inc/De)
Fees and Expenses. (a) Except as set forth in this Section 7.38.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party Party incurring such fees and expenses, whether or not the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (E Piphany Inc), Agreement and Plan of Merger (Ssa Global Technologies, Inc)
Fees and Expenses. (a) Except as expressly set forth in this Section 7.39.3, all fees and expenses incurred in connection with this Agreement Agreement, the Offer, the Merger and the other transactions contemplated hereby by this Agreement shall be paid by the party incurring such fees or expenses, whether or not the Offer or the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Viropharma Inc), Agreement and Plan of Merger (Shire PLC)
Fees and Expenses. (a) Except as set forth in this Section 7.38.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Merger Transaction is consummated.
Appears in 2 contracts
Samples: Share Purchase Agreement (Tokai Pharmaceuticals Inc), Share Purchase Agreement (Tokai Pharmaceuticals Inc)
Fees and Expenses. (a) Except as set forth in this Section 7.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, expenses whether or not the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Progress Software Corp /Ma), Agreement and Plan of Merger (Persistence Software Inc)
Fees and Expenses. (a) Except as set forth otherwise provided in this Section 7.37.9, all fees fees, costs and expenses incurred in connection with this Agreement Agreement, the Merger and the other transactions contemplated hereby by this Agreement shall be paid by the party incurring such fees, costs or expenses, whether or not the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Orchard Enterprises, Inc.), Agreement and Plan of Merger (Dimensional Associates, LLC)
Fees and Expenses. (a) Except as otherwise set forth in this Section 7.310.03, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Offer or the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cnet Networks Inc), Agreement and Plan of Merger (CBS Corp)
Fees and Expenses. (a) Except as otherwise set forth in this Section 7.39.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, expenses whether or not the Merger Acquisition is consummated.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Union Street Acquisition Corp.), Membership Interest Purchase Agreement (Union Street Acquisition Corp.)
Fees and Expenses. (a) Except as set forth in Section 8.2, above, and this Section 7.38.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party Party incurring such expenses, fees and expenses whether or not the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gold Banc Corp Inc), Agreement and Plan of Merger (Marshall & Ilsley Corp/Wi/)
Fees and Expenses. (a) Except as set forth in this Section 7.38.03, all fees and expenses Expenses (as defined below) incurred in connection with this Agreement Agreement, the Offer and the transactions contemplated hereby Merger shall be paid by the party incurring such expenses, whether or not the Offer, the Merger or any other transaction is consummated.. "
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pure World Inc), Agreement and Plan of Merger (Naturex S.A.)
Fees and Expenses. (a) Except as set forth in this Section 7.3, if the Transactions are terminated, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Merger is consummated.
Appears in 2 contracts
Samples: Contribution Agreement and Plan of Reorganization and Merger (Smarterkids Com Inc), Terms Agreement (Smarterkids Com Inc)
Fees and Expenses. (a) Except as set forth in this Section 7.38.3 or as otherwise expressly provided in this Agreement, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees and expenses, whether or not the Offer or the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Blue Apron Holdings, Inc.), Agreement and Plan of Merger (Houghton Mifflin Harcourt Co)
Fees and Expenses. (a) Except as set forth otherwise provided in this Section 7.38.3, all fees and expenses incurred in connection with this Agreement Agreement, the Merger and the other transactions contemplated hereby by this Agreement shall be paid by the party Party incurring such fees or expenses, whether or not the Merger is or any of the other transactions contemplated by this Agreement are consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Winner Medical Group Inc), Agreement and Plan of Merger (China TransInfo Technology Corp.)
Fees and Expenses. (a) Except as set forth otherwise provided in this Section 7.37.03, all fees and expenses incurred in connection with this Agreement Agreement, the Offer, the Merger and the other transactions contemplated hereby shall be paid by the party incurring such fees or expenses, whether or not the Offer or Merger is are consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Roche Holding LTD), Agreement and Plan of Merger (Ignyta, Inc.)
Fees and Expenses. (a) Except as set forth in this Section 7.38.3, all fees and expenses incurred in connection with this Agreement Agreement, the Shareholder Agreements, the Merger and the transactions contemplated hereby by this Agreement shall be paid by the party incurring such fees and expenses, whether or not the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Idx Systems Corp), Agreement and Plan of Merger (General Electric Co)
Fees and Expenses. (a) Except as expressly set forth in this Section 7.35.05, all fees 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 fees or expenses, whether or not the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Qualcomm Inc/De), Agreement and Plan of Merger (Atheros Communications Inc)
Fees and Expenses. (a) a. Except as set forth in this Section 7.38.03, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby by this Agreement shall be paid by the party incurring such expenses, whether or not the Merger or any other transaction is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Athenahealth Inc), Agreement and Plan of Merger (Epocrates Inc)
Fees and Expenses. (a) Except as set forth provided otherwise in this Section 7.38.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby hereby, including the Merger, shall be paid by the party incurring such fees or expenses, whether or not any of the Merger transactions contemplated hereby, including the Merger, is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zhongpin Inc.), Agreement and Plan of Merger (Zhongpin Inc.)
Fees and Expenses. (a) Except as set forth in this Section 7.38.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SRAX, Inc.), Agreement and Plan of Merger (Boston Therapeutics, Inc.)
Fees and Expenses. (a) Except as set forth otherwise provided in this Section 7.39.3, all fees costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party Party incurring such expenses, cost or expense whether or not the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Diagnostic Products Corp), Agreement and Plan of Merger (Airborne Inc /De/)
Fees and Expenses. (a) Except as set forth in Section 7.10 and this Section 7.39.03, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby Transactions shall be paid by the party incurring such fees and expenses, whether or not the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Schein Pharmaceutical Inc), Agreement and Plan of Merger (Watson Pharmaceuticals Inc)
Fees and Expenses. (a) Except as set forth in this Section 7.3Whether or not the Mergers are consummated, all fees costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs or expenses, whether or not the Merger is consummatedexcept as provided in this Article VIII and Section 5.14.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Forest Oil Corp), Agreement and Plan of Merger (Houston Exploration Co)
Fees and Expenses. (a) Except as set forth provided in this Section 7.3paragraphs (b), (c) and (d) below, whether or not the Merger is consummated, all fees 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 expenses, whether expenses (including broker’s or not finder’s fees and the Merger is consummatedexpenses of its representatives).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ventas Inc), Agreement and Plan of Merger (Ventas Inc)
Fees and Expenses. (a) Except as set forth provided in this Section 7.38.03(b) and Section 8.03(c) below, all fees and expenses incurred in connection with the Offer, the Merger, this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees or expenses, whether or not the Offer or the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vnu N V), Agreement and Plan of Merger (Acnielsen Corp)
Fees and Expenses. (a) Except as set forth otherwise provided in this Section 7.39.3, all fees costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, cost or expense whether or not the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cox Communications Inc /De/), Agreement and Plan of Merger (Tca Cable Tv Inc)
Fees and Expenses. (a) Except as set forth in this Section 7.38.3(b), all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Merger Closing is consummated.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Harveys Casino Resorts), Stock Purchase Agreement (Harrahs Entertainment Inc)
Fees and Expenses. (a) Except as set forth in this Section 7.35.7, all fees and expenses incurred in connection with the Merger, this Agreement and the other transactions contemplated hereby by this Agreement shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Republic Group Inc), Agreement and Plan of Merger (Republic Group Inc)
Fees and Expenses. (a) Except as otherwise set forth in this Section 7.39.03, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Merger is Mergers are consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GMH Communities Trust), Agreement and Plan of Merger (Crescent Real Estate Equities Co)
Fees and Expenses. (a) Except as set forth provided in this Section 7.3subsection (b) ----------------- below, whether or not the Merger is consummated, all fees 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 Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Earth Technology Corp Usa), Agreement and Plan of Merger (Tyco International LTD)
Fees and Expenses. (a) Except as set forth in this Section 7.38.3, (i) all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether if the Merger is not consummated, or not (ii) if the Merger is consummated, then the Surviving Corporation shall pay all such fees and expenses.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ravenswood Winery Inc), Agreement and Plan of Merger (Canandaigua B V)
Fees and Expenses. (a) Except as set forth provided below in this Section 7.37.08, all fees and expenses incurred in connection with the Offer, the Merger, this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees or expenses, whether or not the Offer or the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wyle Electronics), Agreement and Plan of Merger (Ebv Electronics Inc)
Fees and Expenses. (a) Except as set forth otherwise provided in Section 5.7(b)(i) or this Section 7.3, all fees and expenses incurred in connection with this Agreement Agreement, the Mergers and the other transactions contemplated hereby shall be paid by the party incurring such fees or expenses, whether or not the Merger is Mergers are consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (InfraREIT, Inc.)
Fees and Expenses. (a) Except as set forth in this Section 7.38.3, (i) if the Merger is not consummated, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether ; or not (ii) if the Merger is consummated, then the Surviving Corporation shall pay all such fees and expenses.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Adesa Inc), Agreement and Plan of Merger (Adesa California, LLC)
Fees and Expenses. (a) Except as set forth in this Section 7.38.2, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby Transactions shall be paid by the party party, incurring such expenses, expenses whether or not the Offer or the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cascade Corp), Agreement and Plan of Merger (Cascade Corp)
Fees and Expenses. (a) Except as set forth in Section 6.13 and this Section 7.38.03, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Superior Telecom Inc), Agreement and Plan of Merger (Superior Telecom Inc)
Fees and Expenses. (a) Except as set forth in this Section 7.39.3, all fees costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby Transactions shall be paid by the party incurring such expenses, whether or not the Merger is or any of the other Transactions are consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Energy Conversion Devices Inc), Agreement and Plan of Merger (SGX Pharmaceuticals, Inc.)
Fees and Expenses. (a) Except as set forth in this Section 7.37.3 or elsewhere in this Agreement, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Oce N V), Agreement and Plan of Merger (Imagistics International Inc)
Fees and Expenses. (a) Except as set forth otherwise provided in this Section 7.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby Transactions shall be paid by the party Party incurring such fees or expenses, whether or not the Merger is Mergers are consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Parsley Energy, Inc.), Agreement and Plan of Merger (Pioneer Natural Resources Co)
Fees and Expenses. (a) Except as set forth provided in this Section 7.3, whether or not the Merger is consummated, all fees costs and expenses expense incurred in connection with this Agreement and the transactions contemplated hereby by this Agreement, including the fees and disbursements of counsel, financial advisors and accountants, shall be paid by the party incurring such costs and expenses, whether or not the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kofax Image Products Inc), Agreement and Plan of Merger (Silver David S)
Fees and Expenses. (a) Except as set forth in this Section 7.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party Party incurring such fees and expenses, whether or not the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Connectiv Corp), Agreement and Plan of Merger (Connectiv Corp)
Fees and Expenses. (a) Except as set forth in this Section 7.37.3 and in Section 7.4, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Buffets Holdings, Inc.), Agreement and Plan of Merger (Ryans Restaurant Group Inc)
Fees and Expenses. (a) Except as set forth otherwise provided in this Section 7.3Agreement, all fees and expenses incurred in connection with this Agreement Agreement, the Merger and the transactions contemplated hereby other Contemplated Transactions shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated. Further, except as explicitly provided for in this Section 11.3, no payment made pursuant to this Section 11.3 shall preclude the party receiving such payment from asserting or enforcing any claim against the party making such payment, or any other Person, arising out of or relating in any way to this Agreement or the transactions contemplated herein.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Midland States Bancorp, Inc.), Agreement and Plan of Merger (Midland States Bancorp, Inc.)
Fees and Expenses. (a) Except as set forth in Section 6.6(c) or in this Section 7.38.3, all fees and expenses incurred in connection with this Agreement Agreement, the Shareholder Agreement, the Merger and the transactions contemplated hereby by this Agreement shall be paid by the party incurring such fees and expenses, whether or not the Merger is consummated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (General Electric Co), Agreement and Plan of Merger (Vital Signs Inc)
