Common use of Fees, Expenses and Other Payments Clause in Contracts

Fees, Expenses and Other Payments. (a) All Expenses (as defined in paragraph (b) of this Section 9.5) incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such Expenses; provided, however, that the allocable share of the Acquiror Companies as a group and Company shall be one-half each for all Expenses related to (i) printing, filing and mailing the Offer Documents, the Information Statement, the Schedule 14D-9 and the Company Proxy Statement, (ii) all SEC and other regulatory filing fees incurred in connection with the Offer Documents, the Information Statement, the Schedule 14D-9 and the Company Proxy Statement, and (iii) all fees of preparing and filing appropriate notification under the HSR Act. Notwithstanding the foregoing, (i) if this Agreement is terminated by Acquiror pursuant to Section 9.1(b), then Company shall make a nonrefundable cash payment to Acquiror, within two business days after such termination, in an amount equal to the aggregate amount of all fees and reasonable, documented, out-of-pocket expenses (including with respect to fees, all filing fees and all reasonable attorneys' fees, accountants' fees and financial advisory fees) that have been paid or that may become payable by or on behalf of Acquiror in connection with the preparation and negotiation of the Transaction Documents and otherwise in connection with the Offer and the Merger, provided, however, that such payment shall not exceed $1,000,000, and (ii) if this Agreement is terminated by Company pursuant to Section 9.1(c), then Acquiror shall make a nonrefundable cash payment to Company, within two business days after such termination, in an amount equal to the aggregate amount of all fees and reasonable, documented, out-of-pocket expenses (including with respect to fees, all filing fees and all reasonable attorneys' fees, accountants' fees and financial advisory fees) that have been paid or that may become payable by or on behalf of Company in connection with the preparation and negotiation of the -47- 52 Transaction Documents and otherwise in connection with the Offer and the Merger, provided, however, that such payment shall not exceed $1,000,000.

Fees, Expenses and Other Payments. (a10.5(a) All Expenses (Except as defined set forth in paragraph (b) of this Section 9.5) incurred by 2.1, whether or not the parties hereto shall be borne solely and entirely by the party which has incurred such Expenses; providedMerger is consummated, howeverParent, that the allocable share of the Acquiror Companies as a group and Company shall be one-half each for all Expenses related to (i) printing, filing and mailing the Offer DocumentsMerger Sub, the Information Statement, the Schedule 14D-9 Voting Stockholders and the Company Proxy Statement, (ii) all SEC each shall bear its and other regulatory filing fees their own respective costs and expenses which are incurred in connection with the Offer Documentspreparation, negotiation and performance of this Agreement (including the certificates, schedules and Exhibits executed or drafted in connection with this Agreement and any prior memorandum of understanding or letter of intent relating hereto) and the transactions contemplated hereby, including all fees and commissions of brokers, finders, and investment bankers and all due diligence expenses and fees and expenses of agents, representatives, counsel and accountants. For clarification purposes, the Information Statement, parties agree that (a) Parent shall be responsible for the Schedule 14D-9 legal fees and the Company Proxy Statementcosts of Xxxxx & Xxxxxxx LLP, and (iiib) all except as set forth in Section 2.1, the Company, prior to Closing, or the Security Holders, as applicable, shall be responsible for the legal fees and costs of preparing Xxxxxxx Xxxxxxxx Xxxxxx LLP and filing appropriate notification under Akerman Senterfitt LLP, and the HSR Act. Notwithstanding fees and expenses of Xxxxxx Xxxxxx & Company, Inc., the foregoinginvestment banker to the Company, (i) if in connection with the preparation, negotiation and performance of this Agreement is terminated by Acquiror pursuant to Section 9.1(b)(including the certificates, then Company shall make a nonrefundable cash payment to Acquirorschedules and Exhibits executed or drafted in connection with this Agreement and any prior memorandum of understanding, within two business days after term sheet or letter of intent relating hereto) and the transactions contemplated hereby, and all such termination, in an amount equal to the aggregate amount legal fees and costs of Xxxxxxx Xxxxxxxx Xxxxxx LLP and Akerman Senterfitt LLP and all fees and reasonablecommissions of any other brokers, documentedfinders, out-of-pocket and investment bankers and all due diligence expenses and fees and expenses of agents, representatives, counsel and accountants of or for the Company or the Security Holders (including with respect collectively, the “Company Expenses”) shall not, under any circumstances, remain Liabilities of the Company (or the Surviving Corporation) following the Closing. Notwithstanding anything contained herein to feesthe contrary, all filing fees and all reasonable attorneys' fees, accountants' fees and financial advisory fees) that have been paid or that may become payable by or on behalf of Acquiror in connection with this Agreement or the preparation Merger in respect of (a) any HSR Act filing made by Parent and negotiation each ultimate parent entity of the Transaction Documents Company prior to Closing shall be paid by Parent (prior to Closing) and otherwise in connection with the Offer (b) any other filing by Parent and the Merger, provided, however, that such payment shall not exceed $1,000,000, and (ii) if this Agreement is terminated by Company pursuant to Section 9.1(ca Regulatory Law shall be shared equally by Parent and the Company (prior to Closing), then Acquiror shall make a nonrefundable cash . To the extent there are any Company Expenses following Closing that are not satisfied by the payment to Company, within two business days after such termination, in an amount equal to the aggregate amount of all fees and reasonable, documented, out-of-pocket expenses (including with respect to fees, all filing fees and all reasonable attorneys' fees, accountants' fees and financial advisory fees) that have been paid or that may become payable by or on behalf of Company in connection with the preparation and negotiation of the -47- 52 Transaction Documents and otherwise Company Expenses out of the Merger Consideration as set forth in connection with the Offer and the MergerSection 2.1, provided, however, that Security Holders shall be solely responsible for such payment shall not exceed $1,000,000Company Expenses.

Fees, Expenses and Other Payments. (a) All Expenses (as defined in paragraph (b) of this Section 9.5below) incurred by Purchaser will be borne solely and entirely by Purchaser and all Expenses incurred by the parties hereto shall Corporation and the Securityholders will be borne solely and entirely by the party which has incurred such ExpensesSecurityholders; providedit being agreed that at the Closing, howeverunless otherwise agreed to by all the Securityholders, that the allocable share all Expenses of the Acquiror Companies as a group and Company Corporation shall be one-half each paid by the Corporation, but a corresponding reduction will be paid in the number of AHC Securities issued at the Closing (for all Expenses related purposes of which the number of AHC Securities deliverable to the Securityholders will be reduced at a deemed price of $19.20 per share or share equivalent (ias the case may be)) printing, filing and mailing unless at Closing the Offer Documents, the Information Statement, the Schedule 14D-9 and the Company Proxy Statement, (ii) all SEC and other regulatory filing fees incurred Securityholders tender such amounts in connection with the Offer Documents, the Information Statement, the Schedule 14D-9 and the Company Proxy Statement, and (iii) all fees of preparing and filing appropriate notification under the HSR Actcash. Notwithstanding the foregoing, (i) if "Expenses" as used in this Agreement is terminated by Acquiror pursuant to Section 9.1(b), then Company shall make a nonrefundable cash payment to Acquiror, within two business days after such termination, in an amount equal to the aggregate amount of will include all fees and reasonable, documented, out-of-pocket expenses (including with respect to feesincluding, without limitation, $22,500 in discretionary bonuses as described on Schedule 3.10(a), all filing fees and all reasonable attorneys' feesexpenses of counsel, accountants' , experts, investment bankers, advisors and consultants to a party and its affiliates, HSR fees and financial advisory finder's fees) that have been paid or that may become payable incurred by a party or on its behalf of Acquiror in connection with or related to the preparation authorization, preparation, negotiation, execution and negotiation performance of this Agreement, the solicitation of Securityholders approvals and all other matters related to the consummation of the Transaction Documents and otherwise in connection with the Offer and the Merger, provided, however, that such payment shall not exceed $1,000,000, and (ii) if transactions contemplated by this Agreement is terminated by Company pursuant to Section 9.1(c), then Acquiror (it being agreed and understand that the Corporation shall make a nonrefundable cash payment to Company, within two business days after such termination, in an amount equal to the aggregate amount of be liable for all fees and reasonableexpenses of Williams, documentedEME, out-of-pocket expenses (including with respect to feesCrane Pro Services, all filing fees a division of Kone Xxxxx Xxxernational Corporation and all reasonable attorneys' feesSafe State, accountants' fees and financial advisory fees) that have been paid or that may become payable by or on behalf of Company in connection an agency associated with the preparation Department of Environmental and negotiation Industrial Programs of the -47- 52 Transaction Documents and otherwise University of Alabama, subject to the Securityholders ultimately being responsible therefore as provided in connection the first sentence of this Section (with the Offer exception that the Securityholders shall not be ultimately responsible for the Phase I investigation costs, as described in Section 2.05, and the Merger, provided, however, that such payment costs, shall not exceed $1,000,000remain the liability of the Corporation)).

Fees, Expenses and Other Payments. (a) All Expenses (Except as defined otherwise provided herein and in paragraph (b) of this Section 9.5) the Merger Agreement, all fees and expenses incurred by in connection with the parties hereto shall Merger, the Merger Agreement and any other transactions contemplated thereby will be borne solely and entirely paid by the party which has incurred incurring such Expenses; providedfees and expenses, however, except that the allocable share of Company will pay all expenses relating to the Acquiror Companies as a group and Company shall be one-half each for all Expenses related to (i) printing, filing and mailing of the Offer Documents, the Information Statement, the Schedule 14D-9 Proxy Statement and the Company Proxy Statement, (ii) all SEC and other related regulatory filing fees incurred fees. Under the Merger Agreement, in connection with the Offer Documents, event the Information Statement, the Schedule 14D-9 and the Company Proxy Statement, and (iii) all fees of preparing and filing appropriate notification under the HSR Act. Notwithstanding the foregoing, (i) if this Merger Agreement is terminated by Acquiror pursuant under clauses A or B under "Termination" above and certain conditions described in "Conditions to Section 9.1(b)the Obligations of Merger Sub" have not been satisfied, then Company shall make a nonrefundable cash payment to Acquiroror under clauses D, within two business days after F or G in "THE MERGER AGREEMENT -- TERMINATION" above, on the date of such termination, in the Company will pay Saw Mill by wire transfer of immediately available funds an amount (such amount, the "Saw Mill Reimbursable Expenses") in cash equal to the aggregate lesser of: - the total amount of all the costs, fees and reasonableexpenses of counsel, documentedaccountants, financial advisors and other experts and advisors as well as fees and expenses incident to the negotiation, preparation and execution of the Merger Agreement and the attempted financing and completion of the transactions contemplated by the Merger Agreement, including investment banking and commitment fees, the related documentation and the shareholders' meeting and consents ("Costs"), including without limitation, the legal fees of the providers of the Commitment Letters, and out-of-pocket expenses (including with respect to feesexpenses; and - $1,500,000. Under the Merger Agreement, all filing fees and all reasonable attorneys' fees, accountants' fees and financial advisory fees) that have been paid or that may become payable by or on behalf of Acquiror in connection with the preparation and negotiation of event the Transaction Documents and otherwise in connection with the Offer and the Merger, provided, however, that such payment shall not exceed $1,000,000, and (ii) if this Merger Agreement is terminated under clause E in the "TERMINATION" above, Saw Mill, Parent or Merger Sub will pay the Company by Company pursuant to Section 9.1(c), then Acquiror shall make a nonrefundable cash payment to Company, within two business days after such termination, in wire transfer of immediately available funds an amount (such amount, the "Company Reimbursable Expenses") in cash equal to the lesser of: - the aggregate amount of all fees Costs incurred in connection with pursuing the transactions contemplated by the Merger Agreement, and reasonable, documented, out-of-pocket expenses (including with respect to fees, all filing fees expenses; and all reasonable attorneys' fees, accountants' fees and financial advisory fees) that have been paid or that may become payable by or on behalf of Company in connection with the preparation and negotiation of the -47- 52 Transaction Documents and otherwise in connection with the Offer and the Merger, provided, however, that such payment shall not exceed - $1,000,0001,500,000.

Fees, Expenses and Other Payments. All costs and expenses incurred in connection with any transfer taxes, sales taxes, recording or documentary taxes, stamps or other charges levied by any Authority in connection with this Agreement and the consummation of the Share Purchase shall be paid by Intrepid. Except for the costs and expenses referred to in the first sentence of this Section 12.2, (a) All Expenses (as defined Intrepid shall pay its own fees, costs and expenses incurred in paragraph connection with this Agreement and the transactions contemplated hereby, including the fees, costs and expenses of its financial advisors, accountants and legal counsel, and (b) the Ewinx Xxxreholders shall pay all of this Section 9.5) the fees, costs and expenses incurred by them and by Ewinx xxx its Subsidiaries in connection with this Agreement and the parties hereto shall be borne solely transactions contemplated hereby, including the fees, costs and entirely by the party which has incurred such Expensesexpenses of their respective financial advisors, accountants and legal counsel; provided, however, that the allocable share all fees, costs and expenses of the Acquiror Companies as a group and Company shall be one-half each for all Expenses related to (i) printing, filing and mailing the Offer Documents, the Information Statement, the Schedule 14D-9 Ewinx xxx its Subsidiaries and the Company Proxy Statement, (ii) all SEC and other regulatory filing fees Ewinx Xxxreholders incurred in connection with the Offer Documents, the Information Statement, the Schedule 14D-9 this Agreement and the Company Proxy Statement, and (iii) all fees transactions contemplated hereby shall be borne by Ewinx xxx shall be accounted for as a reduction in Actual Equity on the Closing Date Balance Sheet. Any of preparing and filing appropriate notification under the HSR Act. Notwithstanding the foregoing, (i) if this Agreement is terminated by Acquiror pursuant to Section 9.1(b), then Company shall make a nonrefundable cash payment to Acquiror, within two business days after such termination, in an amount equal to the aggregate amount of all fees and reasonable, documented, out-of-pocket expenses (including with respect to fees, all filing fees costs and all reasonable attorneys' fees, accountants' fees expenses not accounted for as a reduction in Actual Equity on the Closing Date Balance Sheet shall be paid by the Ewinx Xxxreholders and financial advisory fees) that have been shall not be paid by Ewinx xx its Subsidiaries or that may become payable by or on behalf out of Acquiror in connection with the preparation and negotiation any of the Transaction Documents and otherwise in connection with the Offer and the Merger, provided, however, that such payment shall not exceed $1,000,000, and (ii) if this Agreement is terminated by Company pursuant to Section 9.1(c), then Acquiror shall make a nonrefundable cash payment to Company, within two business days after such termination, in an amount equal to the aggregate amount of all fees and reasonable, documented, out-of-pocket expenses (including with respect to fees, all filing fees and all reasonable attorneys' fees, accountants' fees and financial advisory fees) that have been paid or that may become payable by or on behalf of Company in connection with the preparation and negotiation of the -47- 52 Transaction Documents and otherwise in connection with the Offer and the Merger, provided, however, that such payment shall not exceed $1,000,000Ewinx Xxxets.