Common use of Payment of Transaction Expenses Clause in Contracts

Payment of Transaction Expenses. (a) The Parties shall cause Newco to pay all transaction-related costs, fees and expenses incurred in respect of the Transactions and taking the actions contemplated hereunder and under the other Transaction Agreements in furtherance of the Transactions. The Parties anticipate that such transaction-related costs will include legal fees, dealer/manager fees, SEC registration fees, exchange listing fees, printer and tender offer solicitation fees, independent auditor expenses, and entity registration and agent fees. To the extent Newco is unable to procure or raise such funds, Telenor Mobile and Altimo will lend the necessary funds to Newco in equal proportions on commercially reasonable terms. (b) The Parties shall cause Newco to use its best efforts to obtain adequate financing to pay all costs, fees and expenses required to timely complete the Squeezeout, including any and all payments of any cash consideration to VimpelCom Shareholders. If Newco is unable to obtain adequate financing on commercially reasonable terms, each of Telenor Mobile and Altimo shall, in equal proportions, provide debt funding to Newco on commercially reasonable terms in amounts sufficient to timely complete the Squeezeout, including any and all payments of any cash consideration to VimpelCom Shareholders. The Parties shall use their best efforts to cause Newco to repay any such Indebtedness as soon as practical following completion of the Squeezeout. (c) Notwithstanding the foregoing, each Party shall pay, without right of reimbursement (except for the rights of indemnification specified in ARTICLE VIII) from another Party or from Kyivstar or VimpelCom, its own costs and Taxes (including all transfer Taxes, registrar’s fees and depositary fees payable in respect of any securities or interests it is transferring or acquiring hereunder), as well as all the costs incurred by it incident to the preparation, execution and delivery of the Transaction Agreements to which it is a party and the performance of its obligations thereunder, whether or not the transactions contemplated thereby shall be consummated.