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

Fees, Expenses and Other Payments. (a) Except as otherwise set forth in this Agreement, all costs and expenses incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such costs and expenses, whether or not the Merger is consummated; provided, however, that Acquiror and the Company shall share equally all costs and expenses (other than attorney's and accountants' fees and expenses) incurred in relation to printing and filing and, as applicable, mailing the Registration Statement and the Proxy Statement/ Prospectus and any amendments or supplements thereto and all SEC and other regulatory filing fees incurred in connection with the Registration Statement and the Proxy Statement/Prospectus and the fees required under the HSR Act and applicable foreign laws, if any, incurred in connection with the transactions contemplated under this Agreement. (b) If this Agreement is terminated (i) by Acquiror pursuant to Section 9.1(b), (ii) by Acquiror pursuant to Section 9.1(g), or (iii) by the Company pursuant to Section 9.1(h), then the Company shall pay to Acquiror a termination fee of Twelve Million Dollars ($12,000,000) in cash (the "Termination Fee"), immediately upon such termination. (c) If this Agreement is terminated by Acquiror pursuant to Section 9.1(l), then the Company shall pay to Acquiror a fee equal to two (2) times the Acquiror Transaction Expenses in addition to any amounts which may become payable pursuant to Section 9.5(e); provided, however, that in no event shall the fee payable pursuant to this Section 9.5(c) exceed Six Million Dollars ($6,000,000). For purposes of this Section 9.5(c), "Acquiror Transaction Expenses" shall mean all documented costs, fees, expenses and other amounts incurred or payable, directly or indirectly, by Acquiror or any Affiliate of Acquiror in connection with the Merger and this Agreement, including, without limitation, (i) all reasonable legal, accounting, brokerage and other fees, costs and expenses incurred for the benefit of Acquiror or any Affiliate of Acquiror and (ii) all filing, registration and other similar fees and expenses payable paid by or on behalf of Acquiror or any Affiliate of Acquiror.

Fees, Expenses and Other Payments. (a) Except as otherwise set forth in this Agreement, all All costs and expenses incurred in connection with this Agreement, the Merger and the Transactions, and compliance with Applicable Law and Contractual Obligations as a consequence hereof and thereof, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred by the parties hereto Parties shall be borne solely and entirely by the party Party which has incurred such costs and expenses, whether or not the Merger is consummated; provided, however, that Acquiror and the Company shall share equally all costs and expenses (other than attorney's and accountants' fees and expenses) incurred except as otherwise provided in relation to printing and filing and, as applicable, mailing the Registration Statement and the Proxy Statement/ Prospectus and any amendments or supplements thereto and all SEC and other regulatory filing fees incurred in connection with the Registration Statement and the Proxy Statement/Prospectus and the fees required under the HSR Act and applicable foreign laws, if any, incurred in connection with the transactions contemplated under this Agreement. (b) If this Agreement is terminated (i) by Acquiror pursuant to Section 9.1(b5.5(e), (ii) by Acquiror pursuant to Section 9.1(g), or (iii) by the Company pursuant to Section 9.1(h), then the Company shall pay to Acquiror a termination fee of Twelve Million Dollars ($12,000,000) in cash (the "Termination Fee"), immediately upon such termination. (c) If this Agreement is terminated by Acquiror pursuant to Section 9.1(l), then the Company shall pay to Acquiror a fee equal to two (2) times the Acquiror Transaction Expenses in addition to any amounts which may become payable pursuant to Section 9.5(e); provided, however, that in no event shall the fee payable pursuant to this Section 9.5(c) exceed Six Million Dollars ($6,000,000). For purposes of this Section 9.5(c)all filing fees for all filings made by Pierce Leahy, "Acquiror Transaction Expenses" shall mean all documented costs, fees, expenses and other amounts incurred Iron Mountain or payable, directly or indirectly, by Acquiror or any Affiliate of Acquiror their respective Affiliates in connection with the Merger Transactions that are associated with the Registration Statement and the HSR Act shall be borne one half by each Party. (b) In order to induce Iron Mountain to, among other things, enter into this Agreement, including, without limitationPierce Leahy agrees that if this Agreement is terminated (A) by Iron Mountain pursuant to Section 7.1(d)(iii) hereof, (iB) all reasonable legalby Pierce Leahy pursuant to Section 7.1(c)(ii) hereof, accounting, brokerage and other fees, costs and expenses incurred for the benefit of Acquiror or any Affiliate of Acquiror (C) by Pierce Leahy or Iron Mountain pursuant to Section 7.1(b)(ii) hereof and (ii1) all filingPierce Leahy's Board of Directors shall have materially modified or withdrawn its approval, registration determination or recommendation of this Agreement and the Transactions prior to the Pierce Leahy Special Meeting or (2) there shall have been a proposal for an Other Transaction (an "Other Proposal") and such proposal shall not have been withdrawn prior to the Pierce Leahy Special Meeting and within one (1) year thereafter Pierce Leahy enters into a definitive agreement with respect to such Other Proposal (including any definitive agreement relating to an Other Proposal offered by the same proponent or its Affiliate as such Other Proposal), then Pierce Leahy shall promptly pay Iron Mountain a fee of $35 million. Any payment required by this Section 7.5(b) shall be made in same day funds to Iron Mountain by Pierce Leahy no later than five (5) business days following termination of this Agreement by Pierce Leahy or Iron Mountain, as the case may be, or if applicable, within five (5) days after execution of such definitive agreement. (c) In order to induce Pierce Leahy to, among other similar fees things, enter into this Agreement, Iron Mountain agrees that if this Agreement is terminated (A) by Pierce Leahy pursuant to Section 7.1(c)(iii) hereof, (B) by Iron Mountain pursuant to Section 7.1(d)(ii) hereof, or (C) by Pierce Leahy or Iron Mountain pursuant to Section 7.1(b)(ii) hereof and expenses payable paid (1) Iron Mountain's Board of Directors shall have materially modified or withdrawn its approval, determination or recommendation of this Agreement and the Transactions prior to the Iron Mountain Special Meeting or (2) there shall have been a proposal for an Iron Mountain Transaction (a "Iron Mountain Proposal") and such proposal shall not have been withdrawn prior to the Iron Mountain Special Meeting and within one (1) year thereafter Iron Mountain enters into a definitive agreement with respect to such Iron Mountain Proposal (including any definitive agreement relating to an Iron Mountain Proposal offered by the same proponent or on behalf its Affiliate as such Iron Mountain Proposal), then Iron Mountain shall promptly pay Pierce Leahy a fee of Acquiror $35 million. Any payment required by this Section 7.5(c) shall be made in same day funds to Pierce Leahy by Iron Mountain no later than five (5) business days following termination of this Agreement by Iron Mountain or any Affiliate Pierce Leahy, as the case may be, or if applicable, within five (5) days after execution of Acquirorsuch definitive agreement.

Fees, Expenses and Other Payments. (a) Except as otherwise set forth provided in Section 9.05(b) of this Agreement, all costs and expenses Expenses incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such costs and expenses, whether or not the Merger is consummatedExpenses; provided, however, that Acquiror all Expenses related to printing, filing and the Company shall share equally all costs and expenses (other than attorney's and accountants' fees and expenses) incurred in relation to printing and filing and, as applicable, AGREEMENT AND PLAN OF MERGER -50- mailing the Registration Statement and the Joint Proxy Statement/ Statement/Prospectus and any amendments or supplements thereto and all SEC Commission and other regulatory filing fees incurred in connection with the Registration Statement and the Joint Proxy Statement/Prospectus shall be for the account of the Acquiror; and provided, further, that the fees required under Acquiror may, at its option, but subject to Section 7.04(e), pay any Expenses of the HSR Act Company that are solely and applicable foreign laws, if any, incurred in connection with directly related to the transactions contemplated under this AgreementMerger. (b) If The Company agrees that, if this Agreement is terminated (i) by Acquiror pursuant to Section 9.1(b9.01(b) (breach), Section 9.01(h) (ii) by Acquiror pursuant to Section 9.1(gfiduciary out), Section 9.01(i) (change of recommendation) or Section 9.01(j) (iii) by the Company pursuant to Section 9.1(hacquisition of voting power or change of board), then the Company shall promptly (but not later than five Business Days after receipt of notice from the Acquiror that the amount is due) pay to Acquiror a termination fee of Twelve Million Dollars ($12,000,000) the Acquiror, as liquidated damages and expense reimbursement, an amount in cash equal to $ 50,000 (the "Termination Fee"), immediately upon such termination.; (c) If this Agreement is terminated by the Company shall fail to pay the Acquiror pursuant to Section 9.1(l)any fee due hereunder, then the Company shall pay to Acquiror a fee equal to two the costs and expenses (2including legal fees and expenses) times the Acquiror Transaction Expenses in addition to any amounts which may become payable pursuant to Section 9.5(e); provided, however, that in no event shall the fee payable pursuant to this Section 9.5(c) exceed Six Million Dollars ($6,000,000). For purposes of this Section 9.5(c), "Acquiror Transaction Expenses" shall mean all documented costs, fees, expenses and other amounts incurred or payable, directly or indirectly, by Acquiror or any Affiliate of Acquiror in connection with any action, including the Merger and this Agreementfiling of any lawsuit or other legal action, includingtaken to collect payment, without limitationtogether with interest on the amount of any unpaid fee at the publicly announced prime interest rate of CitiBank, (i) all reasonable legalN.A., accountingin effect from time to time, brokerage and other fees, costs and expenses incurred for from the benefit of Acquiror or any Affiliate of Acquiror and (ii) all filing, registration and other similar fees and expenses payable date such fee was required to be paid by or on behalf of Acquiror or any Affiliate of Acquiroruntil payment in full.

Fees, Expenses and Other Payments. (a) Except as otherwise set forth provided in Section 9.5(b) of this Agreement, all costs and expenses Expenses incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such costs and expenses, whether or not the Merger is consummatedExpenses; provided, however, that Acquiror all Expenses related to printing, filing and the Company shall share equally all costs and expenses (other than attorney's and accountants' fees and expenses) incurred in relation to printing and filing and, as applicable, mailing the Registration Statement and the Joint Proxy Statement/ Statement/Prospectus and any amendments or supplements thereto and all SEC Commission and other regulatory filing fees incurred in connection with the Registration Statement and the Joint Proxy Statement/Prospectus shall be for the account of the Acquiror; and provided, further, that the fees required under Acquiror may, at its option, but subject to Section 7.4(c), pay any Expenses of the HSR Act Company that are solely and applicable foreign laws, if any, incurred in connection with directly related to the transactions contemplated under this AgreementMerger. (b) If The Company agrees that, if this Agreement is terminated (i) by Acquiror pursuant to Section 9.1(b), ) (ii) by Acquiror pursuant to Section 9.1(gbreach), or (iii) by the Company pursuant to Section 9.1(h) (fiduciary out), then the Company shall promptly (but not later than five Business Days after receipt of notice from the Acquiror that the amount is due) pay to Acquiror a termination fee of Twelve Million Dollars ($12,000,000) the Acquiror, as liquidated damages and expense reimbursement, an amount in cash equal to $50,000 (the "Termination Fee"), immediately upon such termination.; (c) If The Acquiror agrees that: (i) if this Agreement is terminated by Acquiror pursuant to Section 9.1(l9.1(c) (breach), then the Acquiror shall promptly (but not later than five Business Days after receipt of notice from the Company shall that the amount is due) pay to Acquiror a fee the Company, as liquidated damages and expense reimbursement, an amount in cash equal to two $50,000 (2the "Termination Fee"); or (ii) times the Acquiror Transaction Expenses in addition to any amounts which may become payable if this Agreement is terminated pursuant to Section 9.5(e9.1(i) (Material difference in the Acquiror Annual Report); provided, howeverthe Acquiror shall promptly (but not later than five Business Days after receipt of notice from the Company that the amount is due) pay to the Company, that as liquidated damages and expense reimbursement, an amount in no event cash equal to $10,000 (the "Annual Report Termination Fee"). (d) The Termination Fee or the Annual Report Termination Fee shall be the fee payable sole and exclusive remedy of the Company or the Acquiror, as the case may be (the "Fee Recipient"), for damages as a result of a termination of this Agreement pursuant to this Section the reasons set forth in paragraphs 9.5(b) or 9.5(c) exceed Six Million Dollars hereof. Because the actual damages that the Fee Recipient would sustain if the Agreement is terminated pursuant to the reasons set forth in paragraphs 9.5(b) or 9.5(c) hereof are uncertain and would be impossible or very difficult to ascertain accurately, the parties hereto agree in good faith that the Termination Fee would be reasonable and just compensation and reimbursement of expenses for the harm caused by such termination. Therefore, the Fee Recipient agrees to accept said Termination Fee, if due and paid hereunder, as liquidated damages and expense reimbursement, and not as penalty, in the event of a termination pursuant to the reasons set forth in paragraphs 9.5(b) or 9.5(c) hereof. ($6,000,000). For purposes of this Section 9.5(c)e) If either party hereunder shall fail to pay the party any fee due hereunder, "Acquiror Transaction Expenses" the breaching party shall mean all documented costs, fees, pay the costs and expenses (including legal fees and other amounts incurred or payable, directly or indirectly, by Acquiror or any Affiliate of Acquiror expenses) in connection with any action, including the Merger and this Agreementfiling of any lawsuit or other legal action, includingtaken to collect payment, without limitationtogether with interest on the amount of any unpaid fee at the publicly announced prime interest rate of Citibank, (i) all reasonable legalN.A., accountingin effect from time to time, brokerage and other fees, costs and expenses incurred for from the benefit of Acquiror or any Affiliate of Acquiror and (ii) all filing, registration and other similar fees and expenses payable date such fee was required to be paid by or on behalf of Acquiror or any Affiliate of Acquiroruntil payment in full.

Fees, Expenses and Other Payments. (a) Except as otherwise set forth in this Agreement, all All costs and expenses incurred in connection with this Agreement, the Merger and the Transactions, and compliance with Applicable Law and Contractual Obligations as a consequence hereof and thereof, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred by the parties hereto Parties shall be borne solely and entirely by the party which Party that has incurred such costs and expenses, whether or not the Merger is consummated; provided, however, that Acquiror and the Company shall share equally all costs and expenses (other than attorney's and accountants' fees and expenses) incurred in relation with respect to printing and filing andsuch Party, as applicable, mailing the Registration Statement and the Proxy Statement/ Prospectus and any amendments or supplements thereto and all SEC and other regulatory filing fees incurred in connection with the Registration Statement and the Proxy Statement/Prospectus and the fees required under the HSR Act and applicable foreign laws, if any, incurred in connection with the transactions contemplated under this Agreementits "Expenses"). (b) If The Company agrees that if this Agreement is shall be terminated (i) by Acquiror pursuant to Section 9.1(b), 7.1(d) (ii) other than a termination by Acquiror pursuant to Section 9.1(g7.1(d)(ii)(B)(II) unless the reason for the failure to consummate the Merger prior to the Termination Date is due to any breach by the Company of its covenants herein or the failure of the representations and warranties of the Company to be true and correct in all material respects), or then the Company will pay to Acquiror an amount equal to the out-of-pocket Expenses of Acquiror related to this Agreement. Any payment required to be made pursuant to this Section 7.5(b) shall be made as promptly as practicable but not later than two business days after termination of this Agreement and, in any such case, shall be made by wire transfer of immediately available funds to an account designated by Acquiror. (iiic) Acquiror agrees that if this Agreement shall be terminated by the Company pursuant to Section 9.1(h7.1(c) (other than a termination by the Company pursuant to Section 7.1(c)(ii)(B) unless the reason for the failure to consummate the Merger prior to the Termination Date is due to any breach by Acquiror or Acquiror Merger Subsidiary of any of their respective covenants herein or the failure of the representations and warranties of Acquiror and Acquiror Merger Subsidiary to be true and correct in all material respects), then Acquiror will pay to the Company shall pay an amount equal to Acquiror a termination fee the out-of-pocket Expenses of Twelve Million Dollars ($12,000,000) in cash (the "Termination Fee"), immediately upon such termination. (c) If this Agreement is terminated by Acquiror pursuant to Section 9.1(l), then the Company shall pay related to Acquiror a fee equal this Agreement. Any payment required to two (2) times the Acquiror Transaction Expenses in addition to any amounts which may become payable pursuant to Section 9.5(e); provided, however, that in no event shall the fee payable be made pursuant to this Section 9.5(c7.5(c) exceed Six Million Dollars ($6,000,000). For purposes shall be made as promptly as practicable but not later than two business days after termination of this Section 9.5(c)Agreement and, "Acquiror Transaction Expenses" in any such case, shall mean all documented costs, fees, expenses and other amounts incurred or payable, directly or indirectly, be made by Acquiror or any Affiliate wire transfer of Acquiror in connection with immediately available funds to an account designated by the Merger and this Agreement, including, without limitation, (i) all reasonable legal, accounting, brokerage and other fees, costs and expenses incurred for the benefit of Acquiror or any Affiliate of Acquiror and (ii) all filing, registration and other similar fees and expenses payable paid by or on behalf of Acquiror or any Affiliate of AcquirorCompany.

Fees, Expenses and Other Payments. (a) Except as otherwise set forth in Subject to the provisions of paragraph (b) of this AgreementSection 9.3, all costs and expenses incurred in connection with any filing fees (including without limitation Hart-Xxxxx-Xxxxxx Xxx filings and FCC filing fees), transfer Taxes, sales Taxes, document stamps or other charges levied by any Authority in connection with this Agreement and the Merger shall be borne equally by Mergeparty and American. Subject as aforesaid, all other costs and expenses incurred in connection with the negotiation, preparation, performance and enforcement of this Agreement (including all fees and expenses of counsel, financial advisors, accountants, and other consultants, advisors and representatives for all activities of such persons undertaken pursuant to this Agreement) incurred by the parties hereto hereto, shall be borne solely and entirely by the party which has incurred such costs and expenses, whether or not except to the Merger is consummated; provided, however, that Acquiror and the Company shall share equally all costs and expenses (other than attorney's and accountants' fees and expenses) incurred in relation to printing and filing and, as applicable, mailing the Registration Statement and the Proxy Statement/ Prospectus and any amendments or supplements thereto and all SEC and other regulatory filing fees incurred in connection with the Registration Statement and the Proxy Statement/Prospectus and the fees required under the HSR Act and applicable foreign lawsextent, if any, incurred otherwise specifically set forth in connection with the transactions contemplated under this Agreement. (b) If this Agreement is terminated (i) by Acquiror pursuant to Section 9.1(b)Promptly following the Effective Time, (ii) by Acquiror pursuant to Section 9.1(g), or (iii) by the Company pursuant to Section 9.1(h), then the Company American Tower shall pay to Acquiror a termination fee American in immediately available funds (and make American whole on an after-tax basis under the principles set forth in Section 6.17(c)(iv)) an amount equal to the aggregate costs and expenses incurred by American in connection with any agreement, arrangement or understanding (other than the Tower Documentation) entered into by American, ATS Mergercorp or any member of Twelve Million Dollars the American Tower Group following the date of the Original Merger Agreement ($12,000,000x) for the benefit of any member of the American Tower Group, (y) in cash contemplation of the Tower Separation or (z) in connection with the "Termination Fee")sale, immediately upon assignment, transfer or other disposition of shares of American Tower Common Stock, including without limitation such terminationcosts and expenses incurred by American to Merrxxx Xxxxx Xxxxxx Xxxnxx & Xmitx Xxxorporated and any such costs and expenses incurred by American to CSFB in excess of those set forth in the engagement letter between American and CSFB provided by American to Mergeparty in accordance with Section 4.14 of the Original Merger Agreement. (c) If In the event that this Agreement is terminated by Acquiror any party pursuant to Section 9.1(l8.1(d), then American shall promptly, but in no event later than two (2) days after the Company shall date of such termination, pay to Acquiror Mergeparty a fee equal to two (2) times the Acquiror Transaction Expenses $35 million in addition to any amounts which may become payable pursuant to Section 9.5(e); providedimmediately available funds, however, that in no event shall the fee payable pursuant to this Section 9.5(c) exceed Six Million Dollars ($6,000,000)plus Expenses. For purposes of this Section 9.5(c), "Acquiror Transaction Expenses" shall mean all reasonable and reasonably documented costs, fees, expenses and other amounts incurred or payable, directly or indirectly, by Acquiror or any Affiliate of Acquiror in connection with the Merger and this Agreement, including, without limitation, (i) all reasonable legal, accounting, brokerage and other fees, costs out-of-pocket fees and expenses incurred for the benefit of Acquiror or any Affiliate of Acquiror and (ii) all filing, registration and other similar fees and expenses payable paid by or on behalf of Acquiror Mergeparty in connection with the Merger or the consummation of any Affiliate of Acquirorthe transactions contemplated by this Agreement, including all fees and expenses of counsel, commercial banks, investment banking firms, accountants, experts and consultants to Mergeparty in an aggregate amount not to exceed $5 million.

Fees, Expenses and Other Payments. (a) Except as otherwise set forth in this Agreement, all All costs and expenses incurred in connection with this Agreement, the Merger and the Transactions, and compliance with Applicable Law and Contractual Obligations as a consequence hereof and thereof, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred by the parties hereto Parties shall be borne solely and entirely by the party Party which has incurred such costs and expenses, whether or not the Merger is consummated; provided, however, that Acquiror and the Company shall share equally all costs and expenses (other than attorney's and accountants' fees and expenses) incurred in relation with respect to printing and filing andsuch Party, as applicable, mailing the Registration Statement and the Proxy Statement/ Prospectus and any amendments or supplements thereto and all SEC and other regulatory filing fees incurred in connection with the Registration Statement and the Proxy Statement/Prospectus and the fees required under the HSR Act and applicable foreign laws, if any, incurred in connection with the transactions contemplated under this Agreementits "Expenses"). (b) If The Company agrees that if this Agreement is shall be terminated (i) by Acquiror pursuant to Section 9.1(b), 7.1(d) (ii) other than a termination by Acquiror pursuant to Section 9.1(g7.1(d)(ii)(B)(II) unless the reason for the failure to consummate the Merger prior to the Termination Date is due to any breach by the Company of its covenants herein or the failure of the representations and warranties of the Company to be true and correct in all material respects), or then the Company will pay to Acquiror an amount equal to $5,000,000, which amount is in recognition of, among other things, the out-of-pocket Expenses of Acquiror related to this Agreement, the reliance of Acquiror on the Company's fulfillment of its obligations hereunder, the costs in delayed opportunity to Acquiror, and the benefit to the Company, which heretofore has been a private closely-held business, in establishing a market price for it, but which amount shall not be considered to constitute liquidated damages. Any payment required to be made pursuant to this Section 7.5(b) shall be made as promptly as practicable but not later than ten business days after termination of this Agreement and, in any such case, shall be made by wire transfer of immediately available funds to an account designated by Acquiror. (iiic) Acquiror agrees that if this Agreement shall be terminated by the Company pursuant to Section 9.1(h7.1(c) (other than a termination by the Company pursuant to Section 7.1(c)(ii)(B) unless the reason for the failure to consummate the Merger prior to the Termination Date is due to any breach by Acquiror or Acquiror Merger Subsidiary of any of their respective covenants herein or the failure of the representations and warranties of Acquiror and Acquiror Merger Subsidiary to be true and correct in all material respects), then Acquiror will pay to the Company shall pay an amount equal to Acquiror a termination fee $5,000,000, which amount is in recognition of, among other things, the out-of-pocket Expenses of Twelve Million Dollars ($12,000,000) in cash (the "Termination Fee"), immediately upon such termination. (c) If this Agreement is terminated by Acquiror pursuant to Section 9.1(l), then the Company related to this Agreement, the reliance of the Company on Acquiror's fulfillment of its obligations hereunder, the costs in delayed opportunity to the Company, but which amount shall pay not be considered to Acquiror a fee equal constitute liquidated damages. Any payment required to two (2) times the Acquiror Transaction Expenses in addition to any amounts which may become payable pursuant to Section 9.5(e); provided, however, that in no event shall the fee payable be made pursuant to this Section 9.5(c7.5(c) exceed Six Million Dollars ($6,000,000). For purposes shall be made as promptly as practicable but not later than ten business days after termination of this Section 9.5(c)Agreement and, "Acquiror Transaction Expenses" in any such case, shall mean all documented costs, fees, expenses and other amounts incurred or payable, directly or indirectly, be made by Acquiror or any Affiliate wire transfer of Acquiror in connection with immediately available funds to an account designated by the Merger and this Agreement, including, without limitation, (i) all reasonable legal, accounting, brokerage and other fees, costs and expenses incurred for the benefit of Acquiror or any Affiliate of Acquiror and (ii) all filing, registration and other similar fees and expenses payable paid by or on behalf of Acquiror or any Affiliate of AcquirorCompany.

Fees, Expenses and Other Payments. (a) Except as otherwise set forth provided in clauses (b), (c) and (d) of this AgreementSection 8.5, all each party shall bear its own costs and expenses incurred by in connection with this Agreement and the parties hereto shall be borne solely and entirely by the party which has incurred such costs and expensestransactions contemplated hereby, whether or not the Merger is consummated; provided, however, that Acquiror the allocable share of each of Parent and the Company shall share equally for all costs and expenses (other than attorney's related to printing, filing and accountants' fees and expenses) incurred in relation to printing and filing and, as applicable, mailing the Registration Statement and the Proxy Statement/ Prospectus and any amendments or supplements thereto Statement and all SEC and other regulatory filing fees incurred in connection with the Registration Statement and the Proxy Statement/Prospectus Statement shall be one-half. Notwithstanding anything to the contrary, all of the costs and the fees required under the HSR Act and applicable foreign laws, if any, incurred expenses in connection with this Agreement and the transactions contemplated under this Agreementhereby incurred by the Company and the Parent shall, upon the consummation of the Merger, be borne by the Surviving Corporation. (b) If this Agreement is terminated (i) by Acquiror for any reason pursuant to Section 9.1(b8.1(a)(ii), (iivii) by Acquiror pursuant to Section 9.1(g), or (iii) by the Company pursuant to Section 9.1(hviii), then the Company shall pay to Acquiror Parent a termination fee of Twelve Million Dollars $15 million, plus all actual, documented third party costs, including, but not limited to, filing fees and costs for attorneys, accountants and other advisors ($12,000,000"Third Party Costs") incurred by Parent, at the time of such termination in cash (the "Termination Fee"), immediately upon such terminationby wire transfer to an account designated by Parent. (c) If this Agreement is terminated by Acquiror the Company pursuant to Section 9.1(l8.1(a)(iii), then Parent shall pay the Company a fee of $15 million, plus all actual, documented Third Party Costs, at the time of such termination in cash by wire transfer to an account designated by the Company. (d) If this Agreement is terminated by Parent or the Company pursuant to Section 8.1(a)(vi), the Company shall pay Parent a fee of $1 million, plus all actual, documented Third Party Costs, at the time of such termination in cash by wire transfer to an account designated by Parent, provided, however, that if at or prior to the time the shareholders' meeting has been held there has been announced (whether or not rejected or withdrawn) any Company Acquisition Proposal and within 18 months thereafter the Company enters into any agreement with respect to any Company Acquisition Proposal, then the Company shall pay Parent an additional fee of $14 million, upon execution of such agreement in cash by wire transfer to Acquiror a fee equal to two an account designated by Parent. (2e) times The parties agree that the Acquiror Transaction Expenses amounts provided in addition to any amounts which may become payable pursuant to Section 9.5(eclauses (b); provided, however, that in no event shall the fee payable pursuant to this Section 9.5(c(c) exceed Six Million Dollars and ($6,000,000). For purposes d) of this Section 9.5(c), "Acquiror Transaction Expenses" shall mean all documented costs, fees, expenses 8.5 payable upon the occurrence of the events specified therein have been determined by negotiation and other amounts reflect their best estimate and judgment of the monetary value of the losses and damages to be incurred or payable, directly or indirectly, by Acquiror or any Affiliate of Acquiror in connection with with, and time, effort, expense and cost of opportunity associated with, the Merger and transactions contemplated in this Agreement, and the parties agree to accept payment of such amount as liquidated damages in full and complete satisfaction of all claims and expenses arising from the occurrence of such events (including, without limitationbut not limited to, (i) all reasonable legal, accounting, brokerage claims for specific performance and other fees, costs and expenses incurred for the benefit of Acquiror or any Affiliate of Acquiror and (ii) all filing, registration and other similar fees and expenses payable paid by or on behalf of Acquiror or any Affiliate of Acquirornot as a penalty payment).

Fees, Expenses and Other Payments. (a) Except as otherwise set forth in this Agreement, all costs and expenses incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such costs and expenses, whether or not the Merger is consummated; provided, however, that Acquiror and the Company shall share equally all costs and expenses (other than attorney's and accountants' fees and expenses) incurred in relation to printing and filing and, as applicable, mailing the Registration Statement and the Proxy Statement/ Statement/Prospectus and any amendments or supplements thereto and all SEC and other regulatory filing fees incurred in connection with the Registration Statement and the Proxy Statement/Prospectus and the fees required under the HSR Act and applicable foreign laws, if any, incurred in connection with the transactions contemplated under this Agreement. (b) If this Agreement is terminated (i) by Acquiror pursuant to Section 9.1(b), (ii) by Acquiror pursuant to Section 9.1(g), or (iii) by the Company pursuant to Section 9.1(h), then the Company shall pay to Acquiror a termination fee of Twelve Million Dollars ($12,000,000) in cash (the "Termination Fee"), immediately upon such termination. (c) If this Agreement is terminated by Acquiror pursuant to Section 9.1(l), then the Company shall pay to Acquiror a fee equal to two (2) times the Acquiror Transaction Expenses in addition to any amounts which may become payable pursuant to Section 9.5(e); provided, however, that in no event shall the fee payable pursuant to this Section 9.5(c) exceed Six Million Dollars ($6,000,000). For purposes of this Section 9.5(c), "Acquiror Transaction Expenses" shall mean all documented costs, fees, expenses and other amounts incurred or payable, directly or indirectly, by Acquiror or any Affiliate of Acquiror in connection with the Merger and this Agreement, including, without limitation, (i) all reasonable legal, accounting, brokerage and other fees, costs and expenses incurred for the benefit of Acquiror or any Affiliate of Acquiror and (ii) all filing, registration and other similar fees and expenses payable paid by or on behalf of Acquiror or any Affiliate of Acquiror.