Common use of Payment of Expenses; Waiver of Conditions Clause in Contracts

Payment of Expenses; Waiver of Conditions. In the event that this Agreement shall be terminated pursuant to Section 8.1, all obligations of the parties under this Agreement shall terminate and there shall be no liability of any party to the other. Each party hereto will pay all costs and expenses incident to its negotiation and preparation of this Agreement and to its performance of and compliance with all agreements and conditions contained herein or therein on its part to be performed or complied with, including the fees, expenses and disbursements of its counsel; provided that the obligations of MMM and GLNC contained in Sections 2.15 and 3.15 hereof, and the confidentiality obligations of the parties contained Paragraph A of Section 4.1 hereof, shall survive any such termination. If any of the conditions specified in Section 5.1 hereof have not been satisfied, GLNC may nevertheless at its election proceed with the transactions contemplated hereby and if any of the conditions specified in Section 6.1 hereof has not been satisfied, MMM may nevertheless at its election proceed with the transactions contemplated hereby. Any such election to proceed shall be evidenced by a certificate executed on behalf of the electing party by an authorized officer or representative. Upon consummation of the Purchase shall be consummated, each party hereto will pay all of its own costs and expenses in connection therewith.

Payment of Expenses; Waiver of Conditions. In the event that this Agreement shall be terminated pursuant to Section SECTION 8.1, all obligations of the parties Parties under this Agreement shall terminate and there shall be no liability of any party Party to the otheranother (except by reason of default hereunder which has not been waived). Each party hereto Absent such default, each Party will pay all costs and expenses incident to its such Party's negotiation and preparation of this Agreement and all documents, instruments and agreements relating to its the transactions contemplated herein, and such Party's performance of and compliance with all agreements and conditions contained herein or therein on its such Party's part to be performed or complied with, including the fees, expenses and disbursements of its such Party's counsel; provided that the obligations of MMM , auditors and GLNC contained in Sections 2.15 and 3.15 hereof, and the confidentiality obligations of the parties contained Paragraph A of Section 4.1 hereof, shall survive any such terminationinvestment bankers. If any of the conditions specified in Section 5.1 hereof SECTION 6.1 have not been satisfied, GLNC Purchaser may nevertheless at its election elect to waive such conditions and proceed with the transactions contemplated hereby and and, if any of the conditions specified in Section 6.1 hereof has SECTION 6.2 have not been satisfied, MMM Sellers may nevertheless at its election elect to waive such conditions and proceed with the transactions contemplated hereby. Any such waiver and election to proceed shall be evidenced by a certificate written instrument executed on behalf by the President of Purchaser and all of the electing party by an authorized officer or representative. Upon consummation of Sellers, setting forth with particularity the Purchase shall be consummated, each party hereto will pay all of its own costs and expenses in connection therewithcondition which has been waived.

Payment of Expenses; Waiver of Conditions. In the event that this Agreement shall be terminated pursuant to Section 8.17.1, all obligations of the parties under this Agreement shall terminate and there shall be no liability of any party to the other. Each party hereto will pay pay. all costs and expenses incident to its negotiation and preparation of this Agreement and to its performance of and compliance with all agreements and conditions contained herein or therein on its part to be performed or complied with, including the fees, expenses and disbursements of its counsel; provided that the obligations of MMM Seller and GLNC KIW contained in Sections 2.15 2.14 and 3.15 3.13 hereof, and the confidentiality obligations of the parties contained Paragraph A of Section 4.1 in Section. 4.1(a) hereof, shall survive any such termination. If any of the conditions specified in Section 5.1 hereof have has not been satisfied, GLNC KIW may nevertheless at its election proceed Proceed with the transactions contemplated hereby and if any of the conditions Conditions specified in Section 6.1 5.2 hereof has not been satisfied, MMM DES may nevertheless at its election proceed with the transactions contemplated hereby. Any such election to proceed shall be evidenced by a certificate executed on behalf of the electing party by an authorized officer or representative. Upon consummation of In the event that the Purchase shall be consummated, each party hereto will pay all of its own costs and expenses in connection therewith, except that Seller shall be reimbursed by DES or KIW for all of their costs and expenses incident to the transactions contemplated herein.

Payment of Expenses; Waiver of Conditions. In the event that this Agreement shall be terminated pursuant to Section 8.17.1, all obligations of the parties under this Agreement shall terminate and there shall be no liability of any party to the other. Each party hereto will pay all costs and expenses incident to its negotiation and preparation of this Agreement and the Agreement of Merger and to its performance of and compliance with all agreements and conditions contained herein or therein on its part to be performed or complied with, including the fees, expenses and disbursements of its counsel; provided that the obligations of MMM Texoil and GLNC Comet contained in Sections 2.15 2.14 and 3.15 3.13 hereof, and the confidentiality obligations of the parties contained Paragraph A of in Section 4.1 4.1(a) hereof, shall survive any such termination. If any of the conditions specified in Section 5.1 hereof have has not been satisfied, GLNC Comet may nevertheless at its election proceed with the transactions contemplated hereby and if any of the conditions specified in Section 6.1 5.2 hereof has not been satisfied, MMM Texoil may nevertheless at its election proceed with the transactions contemplated hereby. Any such election to proceed shall be evidenced by a certificate executed on behalf of the electing party by an authorized officer or representativeofficer. Upon consummation of In the Purchase event that the Merger shall be consummated, consummated each party hereto will pay all of its own costs and expenses in connection therewith.

Payment of Expenses; Waiver of Conditions. In the event that this Agreement shall be terminated pursuant to Section SECTION 8.1, all obligations of the parties Parties under this Agreement shall terminate and there shall be no liability of any party Party to the otheranother (except by reason of default hereunder which has not been waived). Each party hereto Absent such default, each Party will pay all costs and expenses incident to his or its negotiation and preparation of this Agreement and all documents, instruments and agreements relating to its the transactions contemplated herein, and such Party's performance of and compliance with all agreements and conditions contained herein or therein on his or its part to be performed or complied with, including the fees, expenses and disbursements of its counsel; provided that the obligations of MMM , its auditors and GLNC contained in Sections 2.15 and 3.15 hereof, and the confidentiality obligations of the parties contained Paragraph A of Section 4.1 hereof, shall survive any such terminationits investment bankers. If any of the conditions specified in Section 5.1 hereof 6.1 have not been satisfied, GLNC Purchaser may nevertheless at its election elect to waive such conditions and proceed with the transactions contemplated hereby and and, if any of the conditions specified in Section 6.1 hereof has 6.2 have not been satisfied, MMM Sellers may nevertheless at its election elect to waive such conditions and proceed with the transactions contemplated hereby. Any such waiver and election to proceed shall be evidenced by a certificate written instrument executed on behalf by the President of Purchaser and all of the electing party by an authorized officer or representative. Upon consummation of Sellers, setting forth with particularity the Purchase shall be consummated, each party hereto will pay all of its own costs and expenses in connection therewithcondition which has been waived.