Common use of Reimbursement of Initial Purchasers’ Expenses Clause in Contracts

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Initial Purchasers pursuant to Section 5 or 10 hereof, including if the sale to the Initial Purchasers of the Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Parent Guarantor to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including, without limitation, fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Appears in 1 contract

Samples: Purchase Agreement (Solectron Corp)

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Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Initial Purchasers pursuant to Section 5 4 or 10 9 hereof, including if the sale to the Initial Purchasers of the Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Parent Guarantor Ferrellgas Parties to perform any agreement herein or to comply with any provision hereofhereof (other than by reason of a default by any of the Initial Purchasers), the Company agrees Ferrellgas Parties agree to reimburse the Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including, without limitation, reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Appears in 1 contract

Samples: Purchase Agreement (Ferrellgas Partners Finance Corp)

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Initial Purchasers pursuant to Section 5 or 10 hereof, including if the sale to the Initial Purchasers of the Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Parent Guarantor Holdings to perform any agreement herein or to comply with any provision hereof, the Company agrees and Holdings, jointly and severally, agree to reimburse the Initial Purchasers (or such Initial Purchasers Purchaser as have has terminated this Agreement with respect to themselvesitself), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including, without limitation, including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Appears in 1 contract

Samples: Purchase Agreement (McP-MSC Acquisition, Inc.)

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Initial Purchasers pursuant to Section 5 or 10 hereofSection 10, including or if the sale to the Initial Purchasers of the Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Parent any Guarantor to perform any agreement herein or to comply with any provision hereof, the Company agrees and each Guarantor agree to reimburse the Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including, without limitation, including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges. Notwithstanding the foregoing, if this Agreement is terminated pursuant to Section 16 hereof, the Company and the Guarantors shall not be obligated to reimburse any defaulting Initial Purchaser on account of such expenses.

Appears in 1 contract

Samples: Purchase Agreement (Gaylord Entertainment Co /De)

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Initial Purchasers Representative pursuant to Section 5 or 10 hereof, including if the sale to the Initial Purchasers of the Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of either of the Company or the Parent any Guarantor to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Initial Purchasers (or such but not any defaulting Initial Purchasers as have terminated under Section 17 in the case that this Agreement with respect is terminated pursuant to themselves)Section 17, severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including, without limitation, fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Appears in 1 contract

Samples: Purchase Agreement (Unit Corp)

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Initial Purchasers pursuant to Section 5 5, or 10 hereof, including if the sale to the Initial Purchasers of the Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Parent Guarantor to perform any agreement herein or to comply with any provision hereof, the Company agrees and the Guarantors jointly and severally agree to reimburse the Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including, without limitation, including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges. Xxxx Capital Partners, LLC hereby agrees that if the Company is required to pay any amount as a result of this Section 6 and fails to do so within 30 days of a written request from the Initial Purchasers, it will promptly furnish any such amount to the Initial Purchasers.

Appears in 1 contract

Samples: Purchase Agreement (Keystone Marketing Services Inc)

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Initial Purchasers pursuant to Section 5 5, or 10 hereof, including if the sale to the Initial Purchasers of the Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Parent Guarantor Guarantors to perform any agreement herein or to comply with any provision hereof, the Company agrees and the Guarantors agree, jointly and severally, to reimburse the Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including, without limitation, including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Appears in 1 contract

Samples: Purchase Agreement (Block Communications Inc)

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Initial Purchasers pursuant to Section 5 hereof or 10 Section 10(iv) hereof, including if the sale to the Initial Purchasers of the Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Parent Guarantor to perform any agreement herein or to comply with any provision hereof, but excluding any termination by reason of default hereunder by an Initial Purchaser, including as described in Section 16 hereof, the Company agrees to reimburse the Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Initial Purchasers them in connection with the proposed purchase and the offering and sale of the Securities, including, without limitation, reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Appears in 1 contract

Samples: Purchase Agreement (Mueller Water Products, Inc.)

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Initial Purchasers Representatives pursuant to Section 5 or clauses (i) or (v) of Section 10 hereof, including if the sale to the Initial Purchasers of the Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Parent any Initial Guarantor to perform any agreement herein or to comply with any provision hereof, the Company agrees and the Initial Guarantors, jointly and severally, agree to reimburse the Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves)Purchasers, severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including, without limitation, fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Appears in 1 contract

Samples: Purchase Agreement (Continental Resources, Inc)

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Initial Purchasers pursuant to Section 5 or 10 hereof, including if the sale to the Initial Purchasers of the Securities on the Closing Date is not consummated because of any refusalre- fusal, inability or failure on the part of any of the Company or the Parent Guarantor Guarantors to perform any agreement herein or to comply with any provision hereofhereof (other than as a result as a breach of this Agreement by an Initial Purchaser), the Company agrees to reimburse the Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves)Purchasers, severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including, without limitation, reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Appears in 1 contract

Samples: Purchase Agreement (Actuant Corp)

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Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Initial Purchasers BofAS pursuant to Section 5 or 10 Section 10(i) or (v) hereof, including if the sale to the Initial Purchasers of the Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Parent Guarantor to perform any agreement herein or to comply with any provision hereofhereof (other than by reason of a default by any Initial Purchaser), the Company agrees and the Guarantors, jointly and severally, agree to reimburse the Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves)Purchasers, severally, upon demand for all documented out-of-pocket expenses that shall have been reasonably incurred by the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including, without limitation, fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Appears in 1 contract

Samples: Purchase Agreement (Installed Building Products, Inc.)

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Initial Purchasers Representative pursuant to Section 5 or 10 hereof, including if the sale to the Initial Purchasers of the Securities Notes on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Parent Guarantor Escrow Issuer to perform any agreement herein or to comply with any provision hereof, the Company agrees Issuer and, upon execution and delivery of the Purchase Agreement Joinder, the GCA Guarantors and the Multimedia Guarantors agree to reimburse the Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves)Purchasers, severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including, without limitation, fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Appears in 1 contract

Samples: Purchase Agreement (Global Cash Access Holdings, Inc.)

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Initial Purchasers pursuant to Section 5 5, or 10 hereof, including if the sale to the Initial Purchasers of the Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Parent any Guarantor to perform any agreement herein or to comply with any provision hereof, the Company agrees and the Guarantors jointly and severally agree to reimburse the Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including, without limitation, including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Appears in 1 contract

Samples: Purchase Agreement (Advancepcs Research LLC)

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Initial Purchasers pursuant to Section 5 or 10 hereof, including if the sale to the Initial Purchasers of the Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company Issuers or the Parent Guarantor Guarantors to perform in any material respect any agreement herein or to comply with any provision hereof, the Company agrees Issuers and the Guarantors, jointly and severally, agree to reimburse the Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including, without limitation, fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges, and reasonable fees and disbursements of counsel.

Appears in 1 contract

Samples: Purchase Agreement (Emergency Medical Services CORP)

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Initial Purchasers pursuant to Section 5 5, or 10 hereof, including if the sale to the Initial Purchasers of the Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Parent any Guarantor to perform any agreement herein or to comply with any provision hereof, the Company agrees and the Guarantors jointly and severally agree to reimburse the Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves), severally, upon demand for all reasonable out-of-pocket expenses that shall have been reasonably incurred by the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including, without limitation, including but not limited to reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Appears in 1 contract

Samples: Purchase Agreement (Stewart Enterprises Inc)

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