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

Fees, Expenses and Other Payments. (a) All transfer Taxes, sales Taxes, recording or documentary Taxes, stamps or other charges levied by any Authority in connection with this Agreement, the consummation of the Merger and the subsequent or contemporaneous actual or deemed liquidation of TCT into ATI as well as all costs and expenses in connection with such Taxes, stamps or other charges shall be borne equally by TCT and ATC, all costs referred to in Sections 6.7, 6.8 and 7.2(j) shall be borne by ATC, all Hart-Scott-Rodino filing fees and expenses shall be borne equally bx XXX xxx XXX, xxd all other costs and expenses incurred in connection with this Agreement and the consummation of the Merger, including without limitation fees and disbursements of counsel, financial advisors and accountants incurred by the parties hereto, shall, unless otherwise provided herein, be borne solely and entirely by the party which has incurred such costs and expenses. All such costs and expenses to be borne by TCT shall, to the extent not then paid, be accrued for purposes of determining the Current Balance as of the Effective Time. Such accrual shall also include all costs and expenses (including without limitation all transfer Taxes, sales Taxes, recording or documentary Taxes, stamps or other charges levied by any Authority) in connection of transferring into the name of TCT all property, real, personal or mixed, held by any predecessor Entity. (b) At the Closing, ATC shall transfer to an escrow account an amount of cash equal to the aggregate amount of Taxes accrued pursuant to the last two sentences of Section 10.2(a) for purposes of determining the Current Balance as of the Effective Time (collectively, "Accrued Transfer Taxes"). The terms of such escrow arrangement shall provide that: (i) if TCT is not liquidated into ATI within three (3) months after the Closing Date, then an amount equal to all Accrued Transfer Taxes that were accrued based on the assumption that such liquidation would occur shall be paid to the TCT Members in proportion to their ownership of TCT Units as of the Effective Time, and (ii) if the amount of Accrued Transfer Taxes exceeds the amount of Taxes actually paid by ATI, and required to be borne by TCT pursuant to Section 10.2(a), then such excess shall be paid, from time to time, to the TCT Members in proportion to their ownership of TCT Units as of the Effective Time; provided, however, that ATI need not make any such payment unless it exceeds $10,000 in the aggregate.

Fees, Expenses and Other Payments. (a) All costs and expenses incurred in connection with any transfer Taxestaxes, sales Taxestaxes, recording or documentary Taxestaxes, stamps or other charges levied by any Authority in connection with this Agreement, Agreement and the consummation of the Merger and Share Purchase shall be paid by Intrepid. Except for the subsequent or contemporaneous actual or deemed liquidation of TCT into ATI as well as all costs and expenses in connection with such Taxes, stamps or other charges shall be borne equally by TCT and ATC, all costs referred to in Sections 6.7the first sentence of this Section 12.2, 6.8 and 7.2(j(a) Intrepid shall be borne by ATCpay its own fees, all Hart-Scott-Rodino filing fees and expenses shall be borne equally bx XXX xxx XXX, xxd all other costs and expenses incurred in connection with this Agreement and the consummation of the Mergertransactions contemplated hereby, including without limitation fees and disbursements of counselthe fees, financial advisors and accountants incurred by the parties hereto, shall, unless otherwise provided herein, be borne solely and entirely by the party which has incurred such costs and expenses. All such costs and expenses to be borne by TCT shallof its financial advisors, to accountants and legal counsel, and (b) the extent not then paid, be accrued for purposes of determining the Current Balance as Ewinx Xxxreholders shall pay all of the Effective Time. Such accrual shall also include all fees, costs and expenses (including without limitation all transfer Taxes, sales Taxes, recording or documentary Taxes, stamps or other charges levied incurred by any Authority) them and by Ewinx xxx its Subsidiaries in connection with this Agreement and the transactions contemplated hereby, including the fees, costs and expenses of transferring into the name of TCT all propertytheir respective financial advisors, real, personal or mixed, held by any predecessor Entity. (b) At the Closing, ATC shall transfer to an escrow account an amount of cash equal to the aggregate amount of Taxes accrued pursuant to the last two sentences of Section 10.2(a) for purposes of determining the Current Balance as of the Effective Time (collectively, "Accrued Transfer Taxes"). The terms of such escrow arrangement shall provide that: (i) if TCT is not liquidated into ATI within three (3) months after the Closing Date, then an amount equal to all Accrued Transfer Taxes that were accrued based on the assumption that such liquidation would occur shall be paid to the TCT Members in proportion to their ownership of TCT Units as of the Effective Time, accountants and (ii) if the amount of Accrued Transfer Taxes exceeds the amount of Taxes actually paid by ATI, and required to be borne by TCT pursuant to Section 10.2(a), then such excess shall be paid, from time to time, to the TCT Members in proportion to their ownership of TCT Units as of the Effective Timelegal counsel; provided, however, that ATI need all fees, costs and expenses of Ewinx xxx its Subsidiaries and the Ewinx Xxxreholders incurred in connection with this Agreement and the 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 such fees, costs and expenses not make accounted for as a reduction in Actual Equity on the Closing Date Balance Sheet shall be paid by the Ewinx Xxxreholders and shall not be paid by Ewinx xx its Subsidiaries or out of any such payment unless it exceeds $10,000 in of the aggregateEwinx Xxxets.

Fees, Expenses and Other Payments. (a) All transfer Taxes, sales Taxes, recording or documentary Taxes, stamps or other charges levied by any Authority Except as otherwise provided herein and in connection with this the Merger Agreement, the consummation of the Merger and the subsequent or contemporaneous actual or deemed liquidation of TCT into ATI as well as all costs and expenses in connection with such Taxes, stamps or other charges shall be borne equally by TCT and ATC, all costs referred to in Sections 6.7, 6.8 and 7.2(j) shall be borne by ATC, all Hart-Scott-Rodino filing fees and expenses shall be borne equally bx XXX xxx XXX, xxd all other costs and expenses incurred in connection with this Agreement and the consummation of the Merger, including without limitation the Merger Agreement and any other transactions contemplated thereby will be paid by the party incurring such fees and disbursements expenses, except that the Company will pay all expenses relating to the printing, filing and mailing of the Proxy Statement and all other related regulatory filing fees. Under the Merger Agreement, in the event the Merger Agreement is terminated under clauses A or B under "Termination" above and certain conditions described in "Conditions to the Obligations of Merger Sub" have not been satisfied, or under clauses D, F or G in "THE MERGER AGREEMENT -- TERMINATION" above, on the date of such termination, 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 lesser of: - the total amount of the costs, fees and expenses of counsel, accountants, financial advisors and accountants incurred 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 parties heretoMerger Agreement, shallincluding investment banking and commitment fees, unless otherwise provided hereinthe related documentation and the shareholders' meeting and consents ("Costs"), be borne solely and entirely by including without limitation, the party which has incurred such costs and expenses. All such costs and expenses to be borne by TCT shall, to the extent not then paid, be accrued for purposes of determining the Current Balance as legal fees of the Effective Timeproviders of the Commitment Letters, and out-of-pocket expenses; and - $1,500,000. Such accrual shall also include all costs and expenses Under the Merger Agreement, in the event the Merger Agreement is terminated under clause E in the "TERMINATION" above, Saw Mill, Parent or Merger Sub will pay the Company by wire transfer of immediately available funds an amount (including without limitation all transfer Taxessuch amount, sales Taxes, recording or documentary Taxes, stamps or other charges levied by any Authoritythe "Company Reimbursable Expenses") in connection of transferring into the name of TCT all property, real, personal or mixed, held by any predecessor Entity. (b) At the Closing, ATC shall transfer to an escrow account an amount of cash equal to the lesser of: - the aggregate amount of Taxes accrued pursuant to Costs incurred in connection with pursuing the last two sentences of Section 10.2(a) for purposes of determining transactions contemplated by the Current Balance as of the Effective Time (collectively, "Accrued Transfer Taxes"). The terms of such escrow arrangement shall provide that: (i) if TCT is not liquidated into ATI within three (3) months after the Closing Date, then an amount equal to all Accrued Transfer Taxes that were accrued based on the assumption that such liquidation would occur shall be paid to the TCT Members in proportion to their ownership of TCT Units as of the Effective TimeMerger Agreement, and (ii) if the amount of Accrued Transfer Taxes exceeds the amount of Taxes actually paid by ATI, out-of-pocket expenses; and required to be borne by TCT pursuant to Section 10.2(a), then such excess shall be paid, from time to time, to the TCT Members in proportion to their ownership of TCT Units as of the Effective Time; provided, however, that ATI need not make any such payment unless it exceeds - $10,000 in the aggregate1,500,000.

Fees, Expenses and Other Payments. (a) All transfer TaxesExcept as set forth in Section 2.1, sales Taxeswhether or not the Merger is consummated, recording or documentary TaxesParent, stamps or other charges levied by any Authority Merger Sub, the Voting Stockholders and the Company each shall bear its and their own respective costs and expenses which are incurred in connection with the preparation, negotiation and performance of this AgreementAgreement (including the certificates, the consummation of the Merger schedules and the subsequent Exhibits executed or contemporaneous actual or deemed liquidation of TCT into ATI as well as all costs and expenses in connection with such Taxes, stamps or other charges shall be borne equally by TCT and ATC, all costs referred to in Sections 6.7, 6.8 and 7.2(j) shall be borne by ATC, all Hart-Scott-Rodino filing fees and expenses shall be borne equally bx XXX xxx XXX, xxd all other costs and expenses incurred drafted in connection with this Agreement and any prior memorandum of understanding or letter of intent relating hereto) and the consummation of the Mergertransactions contemplated hereby, including without limitation all fees and disbursements commissions of counselbrokers, financial advisors finders, and accountants incurred by investment bankers and all due diligence expenses and fees and expenses of agents, representatives, counsel and accountants. For clarification purposes, the parties heretoagree that (a) Parent shall be responsible for the legal fees and costs of Xxxxx & Xxxxxxx LLP, shall, unless otherwise provided herein, be borne solely and entirely by the party which has incurred such costs and expenses. All such costs and expenses to be borne by TCT shall, to the extent not then paid, be accrued for purposes of determining the Current Balance as of the Effective Time. Such accrual shall also include all costs and expenses (including without limitation all transfer Taxes, sales Taxes, recording or documentary Taxes, stamps or other charges levied by any Authority) in connection of transferring into the name of TCT all property, real, personal or mixed, held by any predecessor Entity. (b) At except as set forth in Section 2.1, the Company, prior to Closing, ATC or the Security Holders, as applicable, shall transfer to an escrow account an amount be responsible for the legal fees and costs of cash equal Xxxxxxx Xxxxxxxx Xxxxxx LLP and Akerman Senterfitt LLP, and the fees and expenses of Xxxxxx Xxxxxx & Company, Inc., the investment banker to the aggregate amount Company, in connection with the preparation, negotiation and performance of Taxes accrued pursuant to this Agreement (including the last two sentences certificates, schedules and Exhibits executed or drafted in connection with this Agreement and any prior memorandum of Section 10.2(aunderstanding, term sheet or letter of intent relating hereto) and the transactions contemplated hereby, and all such legal fees and costs of Xxxxxxx Xxxxxxxx Xxxxxx LLP and Akerman Senterfitt LLP and all fees and commissions of any other brokers, finders, and investment bankers and all due diligence expenses and fees and expenses of agents, representatives, counsel and accountants of or for purposes of determining the Current Balance as of Company or the Effective Time Security Holders (collectively, "Accrued Transfer Taxes")the “Company Expenses”) shall not, under any circumstances, remain Liabilities of the Company (or the Surviving Corporation) following the Closing. The terms Notwithstanding anything contained herein to the contrary, all filing fees paid in connection with this Agreement or the Merger in respect of such escrow arrangement shall provide that: (ia) if TCT is not liquidated into ATI within three (3) months after any HSR Act filing made by Parent and each ultimate parent entity of the Company prior to Closing Date, then an amount equal to all Accrued Transfer Taxes that were accrued based on the assumption that such liquidation would occur shall be paid by Parent (prior to Closing) and (b) any other filing by Parent and the TCT Members in proportion Company pursuant to their ownership of TCT Units as a Regulatory Law shall be shared equally by Parent and the Company (prior to Closing). To the extent there are any Company Expenses following Closing that are not satisfied by the payment of the Effective TimeCompany Expenses out of the Merger Consideration as set forth in Section 2.1, and (ii) if the amount of Accrued Transfer Taxes exceeds the amount of Taxes actually paid by ATI, and required to be borne by TCT pursuant to Section 10.2(a), then such excess Security Holders shall be paid, from time to time, to the TCT Members in proportion to their ownership of TCT Units as of the Effective Time; provided, however, that ATI need not make any solely responsible for such payment unless it exceeds $10,000 in the aggregateCompany Expenses.

Fees, Expenses and Other Payments. (a) All Subject to the provisions of paragraph (b) of this Section 9.3, all costs and expenses incurred in connection with any filing fees (including without limitation Xxxx-Xxxxx-Xxxxxx Act filings and FCC filing fees), transfer Taxes, sales Taxes, recording or documentary Taxes, document stamps or other charges levied by any Authority in connection with this Agreement, the consummation of Agreement and the Merger and the subsequent or contemporaneous actual or deemed liquidation of TCT into ATI as well as all costs and expenses in connection with such Taxes, stamps or other charges shall be borne equally by TCT Mergeparty and ATCAmerican. Subject as aforesaid, all costs referred to in Sections 6.7, 6.8 and 7.2(j) shall be borne by ATC, all Hart-Scott-Rodino filing fees and expenses shall be borne equally bx XXX xxx XXX, xxd all other costs and expenses incurred in connection with the negotiation, preparation, performance and enforcement of this Agreement and the consummation of the Merger, (including without limitation all fees and disbursements expenses of counsel, financial advisors, accountants, and other consultants, advisors and accountants representatives for all activities of such persons undertaken pursuant to this Agreement) incurred by the parties hereto, shall, unless otherwise provided herein, shall be borne solely and entirely by the party which has incurred such costs and expenses. All such costs and expenses to be borne by TCT shall, except to the extent not then paidextent, be accrued for purposes of determining the Current Balance as of the Effective Time. Such accrual shall also include all costs and expenses (including without limitation all transfer Taxesif any, sales Taxes, recording or documentary Taxes, stamps or other charges levied by any Authority) otherwise specifically set forth in connection of transferring into the name of TCT all property, real, personal or mixed, held by any predecessor Entitythis Agreement. (b) At Promptly following the ClosingEffective Time, ATC American Tower shall transfer pay to American in immediately available funds (and make American whole on an escrow account after-tax basis under the principles set forth in Section 6.17(c)(iv)) an amount of cash equal to the aggregate amount 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 Taxes accrued the American Tower Group following the date of the Original Merger Agreement (x) for the benefit of any member of the American Tower Group, (y) in contemplation of the Tower Separation or (z) in connection with the sale, assignment, transfer or other disposition of shares of American Tower Common Stock, including without limitation such costs and expenses incurred by American to Xxxxxxx Xxxxx Xxxxxx Xxxxxx & Xxxxx Incorporated 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) In the event that this Agreement is terminated by any party pursuant to 8.1(d), American shall promptly, but in no event later than two (2) days after the last two sentences date of Section 10.2(a) for purposes such termination, pay Mergeparty a fee equal to $35 million in immediately available funds, plus Expenses. "Expenses" shall mean reasonable and reasonably documented out-of-pocket fees and expenses incurred or paid by or on behalf of determining Mergeparty in connection with the Current Balance as Merger or the consummation of any of the Effective Time (collectivelytransactions contemplated by this Agreement, "Accrued Transfer Taxes"). The terms including all fees and expenses of such escrow arrangement shall provide that: (i) if TCT is counsel, commercial banks, investment banking firms, accountants, experts and consultants to Mergeparty in an aggregate amount not liquidated into ATI within three (3) months after the Closing Date, then an amount equal to all Accrued Transfer Taxes that were accrued based on the assumption that such liquidation would occur shall be paid to the TCT Members in proportion to their ownership of TCT Units as of the Effective Time, and (ii) if the amount of Accrued Transfer Taxes exceeds the amount of Taxes actually paid by ATI, and required to be borne by TCT pursuant to Section 10.2(a), then such excess shall be paid, from time to time, to the TCT Members in proportion to their ownership of TCT Units as of the Effective Time; provided, however, that ATI need not make any such payment unless it exceeds exceed $10,000 in the aggregate5 million.

Fees, Expenses and Other Payments. (a) All transfer TaxesSubject to Section 8.3(b) hereof, sales Taxes, recording or documentary Taxes, stamps or other charges levied by any Authority in connection with this Agreement, the consummation of the Merger and the subsequent or contemporaneous actual or deemed liquidation of TCT into ATI as well as all costs and expenses (including any expenses related to any claims or litigation in connection with such Taxesthe transactions contemplated by this Agreement, stamps or other charges shall be borne equally by TCT and ATCany settlement thereof), all costs referred to in Sections 6.7including, 6.8 and 7.2(j) shall be borne by ATCwithout limitation, all Hart-Scott-Rodino filing fees and expenses shall be borne equally bx XXX xxx XXX, xxd all other costs and expenses incurred in connection with this Agreement and the consummation of the Merger, including without limitation fees and disbursements of counsel, financial advisors and accountants and other out-of-pocket expenses, incurred or to be incurred by the parties heretohereto in connection with the Offer, shallthe Merger, unless otherwise provided hereinthis Agreement and the other transactions contemplated hereby, shall be borne solely and entirely by the party which has incurred such costs and expenses. All such costs and expenses to be borne by TCT shall, to the extent not then paid, be accrued for purposes of determining the Current Balance as of the Effective Time. Such accrual shall also include all costs and expenses (including without limitation all transfer Taxes, sales Taxes, recording or documentary Taxes, stamps or other charges levied by any Authority) in connection of transferring into the name of TCT all property, real, personal or mixed, held by any predecessor Entity. (b) At the Closing, ATC shall transfer to an escrow account an amount of cash equal to the aggregate amount of Taxes accrued pursuant to the last two sentences of Section 10.2(a) for purposes of determining the Current Balance as of the Effective Time (collectively, "Accrued Transfer Taxes"). The terms of such escrow arrangement shall provide that: (i) if TCT is not liquidated into ATI within three (3) months after the Closing Date, then an amount equal to all Accrued Transfer Taxes that were accrued based on the assumption that such liquidation would occur shall be paid to the TCT Members in proportion to their ownership of TCT Units as of the Effective Time, and (ii) if the amount of Accrued Transfer Taxes exceeds the amount of Taxes actually paid by ATI, and required to be borne by TCT pursuant to Section 10.2(a), then such excess shall be paid, from time to time, to the TCT Members in proportion to their ownership of TCT Units as of the Effective Time; provided, however, that ATI need all costs and expenses related to the filing, printing and 40 50 mailing of the Offer Documents, the Schedule 14D-9 and the Proxy Statement shall be borne by the Company. (b) In the event that this Agreement is terminated by the Company (acting through the Special Committee) pursuant to Section 8.1(c) hereof or by Acquisition Company pursuant to Section 8.1(e)(i) or Section 8.1(e)(ii) hereof, the Company shall pay to Acquisition Company by certified check or wire transfer to an account designated by Acquisition Company, immediately following receipt of a request therefor, an amount equal to $4 million (the "Termination Fee"). In addition, in the event that this Agreement is terminated for any reason other than (x) by the Company pursuant to Section 8.1(d)(ii) hereof or (y) by the Company or Acquisition Company because the Company or Acquisition Company has been advised by the Bank that it will not make provide the debt financing contemplated by the Bank Commitment Letter (other than as a result of the occurrence of a Company Material Adverse Effect), then the Company shall pay to Acquisition Company, promptly upon receipt, but in no event later than two business days following receipt, of reasonable supporting documentation, all actual and reasonably documented out-of-pocket expenses incurred by or on behalf of Acquisition Company or its member (including expenses incurred by or on behalf of the Continuing Stockholders, Mr. Jamex Xxxxxxx xxx the Foundation) in connection with or in anticipation of the Offer, the Merger, this Agreement and the consummation of the transactions contemplated hereby in an amount not to exceed $2.5 million (or $1.25 million if this Agreement is terminated by reason of the termination of the Offer as a result of the occurrence of any of the events set forth in clause (g) of Annex A hereto) (the "Expenses"). In addition, the Company shall pay in cash to Acquisition Company the Termination Fee if this Agreement is terminated (A) by the Company (acting through the Special Committee) pursuant to Section 8.1(d)(i) if the Offer expires or is terminated in accordance with its terms without any Shares being purchased thereunder solely as a result of the Minimum Condition failing to be satisfied by the expiration date of the Offer as it may have been extended pursuant hereto (other than as a result of a material or a willful breach by Acquisition Company or Merger Subsidiary of their obligations hereunder) or (B) by Acquisition Company pursuant to Section 8.1(e)(iii) if the Offer expires or is terminated in accordance with its terms without any Shares being purchased thereunder solely as a result of the Minimum Condition failing to be satisfied by the expiration date of the Offer as it may have been extended pursuant hereto (other than as a result of a material or a willful breach by the Company of its obligations hereunder), in each case at any time after an Acquisition Proposal has been made by a third party (such third party, together with its affiliates and other Persons acting in concert with such third party are hereafter referred to as a "Third Party Acquirer"), which Acquisition Proposal has been publicly disclosed prior to the termination of this Agreement, and, within one year after such a termination, the Company enters into a definitive agreement with respect to, or consummates (i) a merger, consolidation or other business combination with any such payment unless it exceeds $10,000 in the aggregate.Third Party Acquirer (or another party who makes an