Common use of Payment of Special Counsel Fees Clause in Contracts

Payment of Special Counsel Fees. Without limiting Section 15.1, the Company shall have paid on or before the date of this Agreement and the Closing the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Closing, as applicable.

Payment of Special Counsel Fees. Without limiting Section 15.1, the Company shall have paid on or before the date of this Agreement Execution Date and the Closing the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or Execution Date and the Closing, as applicable.

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before the date of this Agreement Execution Date and the Closing Date, the reasonable fees, reasonable charges and reasonable disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or Execution Date and the ClosingClosing Date, as applicablerespectively.

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before the Execution Date and the date of this Agreement and the Closing the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Closing, as applicableeach such date.

Payment of Special Counsel Fees. Without limiting Section 15.1, the The Company shall have paid paid, on or before the date of this Agreement and the Closing Date, the fees, charges and disbursements of the Purchasers’ Purchaser’s special counsel referred to in Section 4.4 (iii) above, to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Closing, as applicableClosing Date.

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.110.1, the Company shall have paid on or before the Execution Date and on or before the date of this Agreement and the Closing the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 4.6 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Execution Date and such Closing, as applicablerespectively.

Payment of Special Counsel Fees. Without limiting Section 15.116.1, the Company shall have paid on or before the Execution Date and the date of this Agreement and the Closing the reasonable and documented fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 4.4(b) to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Closing, as applicablesuch date.

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before the date of this Agreement Execution Date and each Closing Date, the Closing the reasonable fees, charges and disbursements of the Purchasers’ special counsel to the Purchasers referred to in Section 4.4 4.4(b) to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Closing, as applicablesuch date.

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before the date of this Agreement and the such Closing the reasonable fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the such Closing, as applicable.

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on the date hereof and on or before each Closing Date the date of this Agreement and the Closing the reasonable fees, charges and disbursements of the applicable Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Closing, as applicablesuch date.

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before the date of this Agreement and the Closing Date the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one two Business Day Days prior to the date of this Agreement or the Closing, as applicableClosing Date.

Payment of Special Counsel Fees. Without limiting Section 15.1, the Company shall have paid on or before the Execution Date and the date of this Agreement and the Closing the reasonable and documented fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 4.4(b) to the extent reflected in a statement of such counsel rendered to the Company at least one two Business Day Days prior to the date of this Agreement or the Closing, as applicablesuch date.

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before the date of this Agreement and Closing Date, the Closing the reasonable fees, reasonable charges and reasonable disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one two Business Day Days prior to the date of this Agreement or the Closing, as applicableClosing Date.

Payment of Special Counsel Fees. Without limiting Section 15.1, the Company shall have paid on or before the date of this Agreement Execution Date and the applicable Closing Date the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one three Business Day Days prior to the date of this Agreement or the Closing, as applicablesuch date.

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before the date of this Agreement and applicable Closing Date the Closing the reasonable fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Closing, as applicablesuch Closing Date.

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before the date of this Agreement and the Closing the reasonable fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or Execution Date and at least one Business Day prior to the Closing, as applicable.

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.19, the Company shall have paid on or before the date of this Agreement and the Closing the reasonable fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Closing, as applicable.

Payment of Special Counsel Fees. Without limiting Section 15.1, the Company shall have paid on or before the Execution Date and the date of this Agreement and the Closing the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 4.4(b) to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Closing, as applicablesuch date.

Payment of Special Counsel Fees. Without limiting Section 15.1, the Company shall have paid on or before the date of this Agreement and such Closing, the Closing the reasonable fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a reasonably detailed statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the such Closing, as applicable.

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before the Execution Date and the date of this Agreement and the Closing the fees, charges and disbursements of the Purchasers’ your special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Closing, as applicable.

Payment of Special Counsel Fees. Without limiting Section 15.1, the Company shall have paid on or before (i) the date of this Agreement Execution Date and (ii) the Closing the reasonable fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement Execution Date or the Closing, as applicable.. South Jersey Industries, Inc. Note Purchase Agreement

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before the date of this Agreement and Closing Date, the Closing the reasonable fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Closing, as applicableClosing Date.

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before the date of this Agreement and the Closing date of the Closing, respectively, the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or and the date of the Closing, as applicable.

Payment of Special Counsel Fees. Without limiting Section 15.1, the Company shall have paid on or before the Execution Date and the date of this Agreement and the Closing the reasonable fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 4.4(b) to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Closing, as applicablesuch date.

Payment of Special Counsel Fees. Without limiting Section 15.110.1, the Company shall have paid on or before the date of this Agreement Execution Date and the Closing Date the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one five Business Day Days prior to the date of this Agreement or Execution Date and the ClosingClosing Date, as applicablerespectively.

Payment of Special Counsel Fees. Without limiting Section 15.1, the The Company shall have paid paid, on or before the date of this Agreement and the Closing Date, the fees, charges and disbursements of the Purchasers’ ' special counsel referred to in Section 4.4 this ss.4.1 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Closing, as applicableClosing Date.

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before the date of this Agreement and the Closing Date, the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Closing, as applicablerelevant Closing Date. Section 4.7.

Payment of Special Counsel Fees. Without limiting the ------------------------------- provisions of Section 15.111.1, the Company shall have paid on or before the date of this Agreement and the such ------------ Closing the fees, charges and disbursements of the Purchasers’ such Purchaser's special counsel referred to in Section 4.4 2.5 to the extent reflected in a statement of such ----------- counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Closing, as applicablesuch Closing Date.

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before the date of this Agreement and the Closing Date, the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Closing, as applicable.

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before the date of this Agreement and the Closing the reasonable fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Closing, as applicable.

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before such Closing Date, the date of this Agreement and the Closing the reasonable fees, reasonable charges and reasonable disbursements of the Sxxxxx Xxxxxx LLP, Purchasers’ special counsel referred to in Section 4.4 counsel, to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Closing, as applicablesuch Closing Date.

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before the date of this Agreement and paid on or before the Closing the reasonable fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Closing, as applicable.. Xxxxx Xxxxxxxx MLP Investment Company Securities Purchase Agreement

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.114.1, the Company shall have paid on or before such Closing Date, the date of this Agreement and the Closing the reasonable fees, reasonable charges and reasonable disbursements of the Purchasers’ special counsel referred to in Section 4.4 3.4 to the extent reflected in a statement of such counsel rendered to the Company at least one (1) Business Day prior to the date of this Agreement or the Closing, as applicablesuch Closing Date.

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before the Execution Date and the date of this Agreement and the each Closing the fees, charges and disbursements of the Purchasers’ your special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the such Closing, as applicable.

Payment of Special Counsel Fees. Without limiting Section 15.1, the Company shall have paid on or before the date of this Agreement Execution Date and at each Closing, the Closing the reasonable fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the Xxxxx Corporation Note Purchase Agreement extent reflected in a reasonably detailed statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Execution Date and each Closing, as applicable.

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before the date of this Agreement Execution Date and the Closing the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Closing, as applicable.

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before the date of this Agreement and paid on or before the Closing the reasonable fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Closing, as applicable.

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before the date of this Agreement Execution Date and the Closing the reasonable fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Closing, as applicable.

Payment of Special Counsel Fees. Without limiting Section 15.1, the Company shall have paid on or before the date of this Agreement and the Closing the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Closing, as applicable.

Payment of Special Counsel Fees. Without limiting Section 15.110.1, the Company shall have paid on or before the date of this Agreement and the date of the Closing the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one (1) Business Day prior to the date of this Agreement or the Closing, as applicable.

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before the date of this Agreement Execution Date and the Closing Date, the reasonable fees, charges and disbursements of the Purchasers’ special counsel to the Purchasers referred to in Section 4.4 4.4(b) to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Closing, as applicablesuch date.

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company and the Guarantors shall have paid on or before the date of this Agreement and Closing Date the Closing the reasonable fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Closing, as applicableClosing Date.

Payment of Special Counsel Fees. Without limiting Section 15.1, the The Company shall have paid paid, on or before the date of this Agreement and Closing Date, the Closing the reasonable fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Closing, as applicableClosing Date.

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before the date of this Agreement and the Closing date of such Closing, the reasonable fees, reasonable charges and reasonable disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or and the date of such Closing, as applicable.

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.113.1, the Company shall have paid on or before the date of this Agreement and the Closing the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 Counsel to the extent reflected in a statement of from such counsel rendered to the Company at least one three (3) Business Day Days prior to the date of this Agreement or Closing (with the Closing, as applicableunderstanding that supplemental statements for reasonable fees and disbursements subsequently posted is to be rendered at a later date).

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before the date of this Agreement and Closing Date the Closing the reasonable fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one (1) Business Day prior to the date of this Agreement or the Closing, as applicable.

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before (i) the date of this Agreement and (ii) the Closing applicable Closing, the reasonable fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel counsel, together with reasonably detailed supporting documentation, rendered to the Company at least one Business Day prior to the date of this Agreement or the applicable Closing, as applicable.

Payment of Special Counsel Fees. Without limiting Section 15.1the provisions of paragraph 12B, the Company shall have paid on or before the date of this Agreement and Series A Closing Day or the applicable Closing Day, as the case may be, the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 paragraph 4F(3) to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Closing, as applicablesuch day.

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before the Execution Date and the date of this Agreement and the such Closing the fees, charges and disbursements of the Purchasers’ your special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the such Closing, as applicable.

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before the date of this Agreement and the Closing Closing, the reasonable fees, reasonable charges and reasonable disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Closing, as applicable.

Payment of Special Counsel Fees. Without limiting Section 15.110.1, the Company shall have paid on or before the date of this Agreement Execution Date and the such Closing Date the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one five Business Day Days prior to the date of this Agreement or the ClosingExecution Date and such Closing Date, as applicablerespectively.

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before the date of this Agreement Execution Date and the such Closing the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement Execution Date or the such Closing, as applicablethe case may be.

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before the date of this Agreement and Closing Date, the Closing the reasonable fees, reasonable charges and reasonable disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one two Business Day Days prior to the date of this Agreement or Closing Date and reasonably agreed to by the Closing, as applicableCompany.

Payment of Special Counsel Fees. Without limiting Section 15.1, the Company shall have paid on or before the date of this Agreement Execution Date and the Closing the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 4.4(b) to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or Execution Date and the Closing, as applicable.

Payment of Special Counsel Fees. Without limiting Section 15.110.1, the Company shall have paid on or before the date of this Agreement Execution Date and the Closing Date the reasonable fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one five Business Day Days prior to the date of this Agreement or Execution Date and the ClosingClosing Date, as applicablerespectively.

Payment of Special Counsel Fees. Without limiting Section 15.1, the Company shall have paid on or before the date of this Agreement and the Closing the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or and the Closing, as applicable.

Payment of Special Counsel Fees. Without limiting Section 15.1, the Company shall have paid on or before the date of this Agreement and the Closing the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or and the Closing, as applicable.

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.111.1, the Company shall have paid on or before the date of this Agreement and the Closing the reasonable fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 4.4(b) to the extent reflected in a statement of such counsel rendered to the Company at least one two Business Day Days prior to the date of this Agreement or Closing and to the extent Purchasers’ special counsel has provided its payment information at least ten Business Days prior to the date of Closing, as applicable.

Payment of Special Counsel Fees. Without limiting Section 15.1, the Company shall have paid on or before the date of this Agreement and the Closing the reasonable and documented fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 4.4(b) to the extent reflected in a statement of such counsel rendered to the Company at least one two Business Day Days prior to the date of this Agreement or the Closing, as applicable.

Payment of Special Counsel Fees. Without limiting Section 15.1, the Company shall have paid on or before the date of this Agreement and Closing Date, the Closing the reasonable fees, reasonable charges and reasonable disbursements of the Purchasers’ special counsel to the Purchasers referred to in Section 4.4 4.4(b) to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Closing, as applicableClosing Date.

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on the date hereof and on or before the date of this Agreement and the each Closing the reasonable fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 4.5 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Closing, as applicablesuch date.

Payment of Special Counsel Fees. Without limiting Section 15.1, the Company shall have paid on or before the date of this Agreement and the Closing the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Closing. MSC Industrial Direct Co., as applicable.Inc. Note Purchase Agreement

Payment of Special Counsel Fees. Without limiting Section 15.1, the Company shall have paid on or before the date of this Agreement Execution Date and the at each Closing the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Execution Date and such Closing, as applicable.

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before the date of this Agreement and Closing Date the Closing the reasonable fees, charges and disbursements of the applicable Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Closing, as applicableClosing Date.

Payment of Special Counsel Fees. Without limiting Section 15.1, the Company shall have paid on or before (i) the date of this Agreement Execution Date and (ii) the Closing the reasonable fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement Execution Date or the Closing, as applicable.. Xxxxx Xxxxxx Industries, Inc. Note Purchase Agreement

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before such Closing Day the date of this Agreement and the Closing the reasonable fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 connection with the execution and delivery of this Agreement and in connection with the issuance of such Notes to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day day prior to the date of this Agreement or the Closing, as applicablesuch Closing Day.

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before the date of this Agreement and the Closing Closing, the fees, charges and disbursements of the Purchasers’ CTDOCS/1630373.11 special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Closing, as applicable.

Payment of Special Counsel Fees. Without limiting Section 15.1, the The Company shall have paid on or before the date of this Agreement and the Closing the reasonable and documented fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one three Business Day Days prior to prior to the date of this Agreement or Execution Date and the Closing, as applicable.

Payment of Special Counsel Fees. Without limiting Section 15.1, the Company shall have paid on or before (i) the date of this Agreement Execution Date and the (ii) each Closing the reasonable and documented fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement Execution Date or the such Closing, as applicable.

Payment of Special Counsel Fees. Without limiting Section 15.1, the Company Obligors shall have paid on or before the date of this Agreement Execution Date and the applicable Closing the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company Obligors at least one Business Day prior to the date of this Agreement Execution Date or the such Closing, as applicable.

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before the date of this Agreement and Closing Date the Closing the reasonable fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 4.4(b) to the extent reflected in a statement of such counsel rendered to the Company at least one (1) Business Day prior to the date of this Agreement or the Closing, as applicableClosing Date.

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before the date of this Agreement Execution Date and the such Closing the reasonable fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Closing, as applicablerelevant date.

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before the date of this Agreement and the such Closing Day (i) the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 4.2(d) to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Closing, as applicablesuch applicable Closing Day and (ii) any Issuance Fee due pursuant to Section 2.2(i)(i) and any Delayed Delivery Fee due pursuant to Section 2.2(i)(ii).

Payment of Special Counsel Fees. Without limiting Section 15.1, the Company shall have paid on or before the date of this Agreement Execution Date and the Closing the reasonable and documented fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one two Business Day Days prior to the date of this Agreement or the Execution Date and such Closing, as applicable.

Payment of Special Counsel Fees. Without limiting Section 15.1, the Company shall have paid on or before (i) the date of this Agreement Execution Date and (ii) the Closing the reasonable and documented fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement Execution Date or the Closing, as applicable.

Payment of Special Counsel Fees. Without limiting Section 15.1, the Company shall have paid on or before the date of this Agreement Execution Date and the Closing the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or Execution Date and the Closing, as applicable.respectively. ‑3‑

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before each Closing Date, the date of this Agreement and the Closing the reasonable fees, reasonable charges and reasonable disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Closing, as applicableeach Closing Date.

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.110.1, the Company shall have paid on or before the date of this Agreement Execution Date and the Closing Date the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one five Business Day Days prior to the date of this Agreement or Execution Date and the ClosingClosing Date, as applicablerespectively.

Payment of Special Counsel Fees. Without limiting Section 15.1, the Company shall have paid on or before the date of this Agreement hereof and the Closing the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or and the Closing, as applicable.. ‑3‑

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before the date of this Agreement and the Closing the reasonable fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Closing, as applicable.

Payment of Special Counsel Fees. Without limiting Section 15.1, the Company shall have paid on or before the date of this Agreement and the such Closing the reasonable and documented fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 4.4(b) to the extent reflected in a statement of such counsel rendered to the Company at least one two Business Day Days prior to the date of this Agreement or the Closing, as applicablesuch date.

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.116.1, the Company shall have paid on or before the date of this Agreement and the Closing Second Closing, the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 4.2(e) to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Second Closing, as applicable.

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before the date of this Agreement and Closing, the Closing the reasonable fees, reasonable charges and reasonable disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Closing, as applicable.

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.116.1, the Company shall have paid on or before the date of this Agreement and Series A Closing Day the Closing the reasonable fees, charges and disbursements of the Purchasers’ special counsel of the Series A Purchasers referred to in Section 4.4 4B(1)(g), to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Closing, as applicableSeries A Closing Day.

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before the date of this Agreement and the Closing the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one (1) Business Day prior to the date of this Agreement or the Closing, as applicable.

Payment of Special Counsel Fees. Without limiting Section 15.1, the Company shall have paid on or before the date of this Agreement and the each Closing the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the such Closing. MSC Industrial Direct Co., as applicable.Inc. Note Purchase and Private Shelf Agreement

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before the date of this Agreement and the date of the Closing the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one (1) Business Day prior to the date of this Agreement or the date of the Closing, as applicable.

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.115.1 hereof, the Company shall have paid on at or before the date of this Agreement and the Series C Deferred Closing the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 4.3(h) to the extent reflected in a statement an invoice of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Closing, as applicablesuch date.

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before the date of this Agreement and the Closing Date the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one two Business Day Days prior to the date of this Agreement or the Closing, as applicableClosing Date.

Payment of Special Counsel Fees. Without limiting Section 15.1, the Company shall have paid on or before the date of this Agreement Execution Date and the at each Closing the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Execution Date and such Closing. UGI UTILITIES, as applicable.INC. NOTE PURCHASE AGREEMENT

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before the date of this Agreement and the Closing the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a reasonably-detailed statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Closing, as applicable.

Payment of Special Counsel Fees. Without limiting the provisions of Section 15.115.1 hereof, the Company shall have paid on at or before the date of this Agreement and the Series D Deferred Closing the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 4.4(h) to the extent reflected in a statement an invoice of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Closing, as applicablesuch date.