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

Reimbursement of Initial Purchasers’ Expenses. If the Issuers shall fail to tender the Securities for delivery to the Initial Purchasers (i) by reason of any failure, refusal or inability of the Issuers or the Guarantors to perform any agreement on their respective parts to be performed, (ii) because any other condition to the Initial Purchasers’ obligations hereunder required to be fulfilled by any of the Issuers or the Guarantors is not fulfilled for any reason or (iii) because the Initial Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement, the Issuers will reimburse the Initial Purchasers for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) incurred by the Initial Purchasers in connection with this Agreement and the proposed purchase of the Securities, and upon demand the Issuers shall pay the full amount thereof to the Representatives; provided, however, that if this Agreement is terminated pursuant to Section 7(k) (other than due to Section 7(k)(ii)) or pursuant to Section 9 by reason of the default of one or more Initial Purchasers, the Issuers shall not be obligated to reimburse any Initial Purchaser on account of those expenses.

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated pursuant to Section 6 or if for any reason the Issuers shall fail to tender purchase of the Securities for delivery to by the Initial Purchasers is not consummated, the Company shall remain responsible (iexcept to a defaulting Initial Purchaser) for the expenses to be paid or reimbursed by reason it pursuant to Section 12 and the respective obligations of the Company and the Initial Purchasers pursuant to Sections 9 and 10 shall remain in effect. In addition, if the purchase of the Securities by the Initial Purchasers is not consummated because any condition to the obligations of the Initial Purchasers set forth in Section 5 hereof (other than Section 5(m)) is not satisfied or because of any failurerefusal, refusal inability or inability failure on the part of the Issuers or the Guarantors Company to perform any agreement on their respective parts to be performed, (ii) because herein or comply with any provision hereof other condition to than by reason of a default by the Initial Purchasers’ obligations hereunder required to be fulfilled by any of the Issuers or the Guarantors is not fulfilled for any reason or (iii) because the Initial Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement, the Issuers Company will reimburse the Initial Purchasers upon demand accompanied by reasonable supporting documentation for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by the Initial Purchasers them in connection with this Agreement and the proposed purchase and sale of the Securities, and upon demand the Issuers shall pay the full amount thereof to the Representatives; provided, however, that if this Agreement is terminated pursuant to Section 7(k) (other than due to Section 7(k)(ii)) or pursuant to Section 9 by reason of the default of one or more Initial Purchasers, the Issuers shall not be obligated to reimburse any Initial Purchaser on account of those expenses.

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Issuers shall fail Initial Purchasers pursuant to tender Section 5 or clauses (i), (v) and (vi) of Section 10 hereof, including if the Securities for delivery sale to the Initial Purchasers (i) by reason of the Securities on the Closing Date is not consummated because of any failurerefusal, refusal inability or inability failure on the part of the Issuers or the Guarantors to perform any agreement on their respective parts herein or to be performedcomply with any provision hereof, (ii) because any other condition the Issuers agree to reimburse the Initial Purchasers’ obligations hereunder required to be fulfilled by any of the Issuers or the Guarantors is not fulfilled for any reason or (iii) because the Initial Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement, the Issuers will reimburse the Initial Purchasers severally, upon demand for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been reasonably incurred by the Initial Purchasers in connection with this Agreement and the proposed purchase and the offering and sale of the Securities, including, without limitation, fees and upon demand the Issuers shall pay the full amount thereof to the Representativesdisbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges; provided, however, that if this Agreement is terminated pursuant to Section 7(k) (other than due to Section 7(k)(ii)) or pursuant to Section 9 by reason of the default of one or more Initial Purchasers, the Issuers shall not be obligated for any such reimbursement if the termination of this Agreement is solely as a result of the refusal, inability or failure to reimburse any close and fund the new bank credit facility on or prior to the Closing Date on the part of Lenders affiliated with the Initial Purchaser on account Purchasers notwithstanding the willingness and ability of those expensesthe Company and the Guarantors to satisfy all conditions precedent to the closing of the new credit facility with such terms as described in the Pricing Disclosure Package.

Reimbursement of Initial Purchasers’ Expenses. If Notwithstanding anything to the Issuers contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 8 hereof as a result of an event described in Sections 6(k) or 6(l) or 6(m)(i)(B) hereof, (b) the Company shall fail to tender the Securities for delivery to the Initial Purchasers (i) by reason of any failure, refusal or inability of the Issuers or the Guarantors to perform any agreement on their respective parts to be performed, (ii) because any other condition to the Initial Purchasers’ obligations hereunder required to be fulfilled by any of the Issuers or the Guarantors is not fulfilled for any reason or (iii) because the Initial Purchasers shall decline to purchase the Securities for any reason not permitted under this Agreement, or (c) the Issuers will sale of the Securities is not consummated because any condition to the obligations of the Initial Purchasers set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then, the Company shall reimburse the Initial Purchasers for all reasonable Purchasers’ out-of-pocket expenses (including reasonable fees and disbursements of counsel) incurred by in accordance with Section 5 hereof and, in addition, the Company shall reimburse the Initial Purchasers for the fees and expenses of the Initial Purchasers’ counsel and for all other accountable out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesOffering, and promptly upon demand the Issuers Company shall pay the full amount thereof to the Representatives; provided, however, that if this Agreement is terminated pursuant to Section 7(k) (other than due to Section 7(k)(ii)) or pursuant to Section 9 by reason Representatives on behalf of the default of one or more Initial Purchasers, the Issuers shall not be obligated to reimburse any Initial Purchaser on account of those expenses.

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Issuers shall fail Representative pursuant to tender Section 5, Section 10 or Section 11, or if the Securities for delivery sale to the Initial Purchasers (i) by reason of the Notes on the Closing Date is not consummated because of any failurerefusal, refusal inability or inability failure on the part of the Issuers or the Guarantors Company to perform any agreement on their respective parts herein or to be performedcomply with any provision hereof, (ii) because any the Company agrees to reimburse the Representative and the other condition to the Initial Purchasers’ obligations hereunder required to be fulfilled by any of the Issuers or the Guarantors is not fulfilled for any reason or (iii) because the Initial Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement, the Issuers will reimburse the (or such Initial Purchasers as have terminated this Agreement with respect to themselves), severally, upon demand for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been reasonably incurred by the Representative and the Initial Purchasers in connection with this Agreement and the proposed purchase and the offering and sale of the SecuritiesNotes, including but not limited to fees and upon demand the Issuers shall pay the full amount thereof to the Representativesdisbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges; provided, however, that if this Agreement is terminated pursuant to Section 7(k) (other than due to Section 7(k)(ii)) or pursuant to Section 9 by reason of the default of one or more Initial Purchasers, the Issuers Company shall not be obligated to reimburse the expenses of any Representative or other Initial Purchaser on account who is a defaulting Initial Purchaser in the context of those expensesa termination of this Agreement pursuant to Section 10. In the case of a termination of this Agreement by the Representative pursuant to Section 10, the defaulting Initial Purchaser or Initial Purchasers agree to reimburse the Company for all reimbursements made by the Company to the Representative and the other Initial Purchasers pursuant to this Section 7.

Reimbursement of Initial Purchasers’ Expenses. If the Issuers shall fail to tender the Securities Notes for delivery to the Initial Purchasers (i) by reason of any failure, refusal or inability of the Issuers or the Guarantors to perform any agreement on their respective parts to be performed, (ii) because any other condition to the Initial Purchasers’ obligations hereunder required to be fulfilled by any of the Issuers or the Guarantors is not fulfilled for any reason or (iii) because the Initial Purchasers shall decline to purchase the Securities Notes for any reason permitted under this Agreement, the Issuers will reimburse the Initial Purchasers for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) incurred by the Initial Purchasers in connection with this Agreement and the proposed purchase of the SecuritiesNotes, and upon demand the Issuers shall pay the full amount thereof to the Representatives; provided, however, that if this Agreement is terminated pursuant to Section 7(k) (other than due to Section 7(k)(ii)) or pursuant to Section 9 by reason of the default of one or more Initial Purchasers, the Issuers shall not be obligated to reimburse any Initial Purchaser on account of those expenses.

Reimbursement of Initial Purchasers’ Expenses. If the Issuers shall fail to tender the Securities for delivery to the Initial Purchasers (i) by reason of any failure, refusal or inability of the Issuers or the Guarantors to perform any agreement on their respective parts to be performed, (ii) because any other condition to the Initial Purchasers’ obligations hereunder required to be fulfilled by any of the Issuers or the Guarantors is not fulfilled for any reason or (iii) because the Initial Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement, the Issuers will reimburse the Initial Purchasers for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) reasonably incurred by the Initial Purchasers in connection with this Agreement and the proposed purchase of the Securities, and upon demand the Issuers shall pay the full amount thereof to the Representatives; provided, however, that if this Agreement is terminated pursuant to Section 7(k) (other than due to Section 7(k)(ii)) or pursuant to Section 9 by reason of the default of one or more Initial Purchasers, the Issuers shall not be obligated to reimburse any Initial Purchaser on account of those expenses.

Reimbursement of Initial Purchasers’ Expenses. If (a) the Issuers Company or the Guarantors shall fail to tender the Securities or the Guarantees for delivery to the Initial Purchasers (i) by reason of any failure, refusal or inability on the part of the Issuers Company or any of the Guarantors to perform any agreement on their respective parts its part to be performed, (ii) or because any other condition to of the Initial Purchasers’ obligations hereunder required to be fulfilled by the Company or any of the Issuers or the Guarantors is not fulfilled for any reason or (iiib) because the Initial Purchasers shall decline to purchase the Securities for any reason permitted under this AgreementAgreement (including the termination of this Agreement pursuant to Section 9), the Issuers will Company and each of the Guarantors jointly and severally agree to reimburse the Initial Purchasers for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) incurred by the Initial Purchasers in connection with this Agreement and the proposed purchase of the Securities, and upon demand the Issuers shall Company and the Guarantors jointly and severally agree to pay the full amount thereof to the Representatives; provided, however, that if Initial Purchasers. If this Agreement is terminated pursuant to Section 7(k) (other than due to Section 7(k)(ii)) or pursuant to Section 9 8 by reason of the default of one or more Initial Purchasers, neither the Issuers Company nor any of the Guarantors shall not be obligated to reimburse any defaulting Initial Purchaser on account of those any expenses.

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated due to the Issuers failure to comply with any of subsection of Section 5 (other than due to the events described in Section 5(p), (r) or (t) (other than clause (ii) of Section 5(t)), in which case each party will be responsible for its own expenses) or pursuant to Section 6, (b) the Company shall fail to tender the Securities for delivery to the Initial Purchasers (i) by reason of any failure, refusal or inability of the Issuers or the Guarantors to perform any agreement on their respective parts to be performed, (ii) because any other condition to the Initial Purchasers’ obligations hereunder required to be fulfilled by any of the Issuers or the Guarantors is not fulfilled for any reason or (iiic) because the Initial Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement, the Issuers will Company and the each of the Guarantors shall reimburse the Initial Purchasers for all reasonable such out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchasers in connection with this Agreement and the proposed purchase and resale of the Securities, and upon demand the Issuers shall pay the full amount thereof to the Representatives; provided, however, that if . If this Agreement is terminated pursuant to Section 7(k) (other than due to Section 7(k)(ii)) or pursuant to Section 9 7 by reason of the default of one or more of the Initial Purchasers, neither the Issuers Company nor the Guarantors shall not be obligated to reimburse any defaulting Initial Purchaser on account of those such expenses.

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated due to the Issuers failure to comply with any subsection of Section 5 (other than due to the events described in Section 5(q), (s) or (u), in which case each party will be responsible for its own expenses) or pursuant to Section 6, (b) the Company shall fail to tender the Securities for delivery to the Initial Purchasers (i) by reason of any failure, refusal or inability of the Issuers or the Guarantors to perform any agreement on their respective parts to be performed, (ii) because any other condition to the Initial Purchasers’ obligations hereunder required to be fulfilled by any of the Issuers or the Guarantors is not fulfilled for any reason permitted under 25 -25- this Agreement or (iiic) because the Initial Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement, the Issuers will Company and the each of the Guarantors shall reimburse the Initial Purchasers for all reasonable such out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchasers in connection with this Agreement and the proposed purchase and resale of the Securities, and upon demand the Issuers shall pay the full amount thereof to the Representatives; provided, however, that if . If this Agreement is terminated pursuant to Section 7(k) (other than due to Section 7(k)(ii)) or pursuant to Section 9 7 by reason of the default of one or more of the Initial Purchasers, neither the Issuers Company nor the Guarantors shall not be obligated to reimburse any defaulting Initial Purchaser on account of those such expenses.

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated pursuant to Section 6 or 7, (b) the Issuers Issuer shall fail to tender the Securities for delivery to the Initial Purchasers (i) by reason of any failure, refusal or inability of the Issuers or the Guarantors to perform any agreement on their respective parts to be performed, (ii) because any other condition to the Initial Purchasers’ obligations hereunder required to be fulfilled by any of the Issuers or the Guarantors is not fulfilled for any reason permitted under this Agreement or (iiic) because the Initial Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement, the Issuers will Issuer and the Note Guarantors shall reimburse the Initial Purchasers (other than as provided with respect to a defaulting Initial Purchaser in the last sentence of this paragraph) for all reasonable such out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchasers in connection with this Agreement and the proposed purchase and resale of the Securities, and upon demand the Issuers shall pay the full amount thereof to the Representatives; provided, however, that if . If this Agreement is terminated pursuant to Section 7(k) (other than due to Section 7(k)(ii)) or pursuant to Section 9 7 by reason of the default of one or more of the Initial Purchasers, the Issuers Issuer and the Note Guarantors shall not be obligated to reimburse any defaulting Initial Purchaser on account of those such expenses.

Reimbursement of Initial Purchasers’ Expenses. If (a) the Issuers Company and the Guarantors shall fail to tender the Securities for delivery to the Initial Purchasers (i) by for reason of any failure, refusal or inability on the part of the Issuers or Company and the Guarantors Guarantor to perform any agreement on their respective parts part to be performed, (ii) or because any other condition to of the Initial Purchasers’ obligations hereunder required to be fulfilled by any of the Issuers or Company and the Guarantors Guarantor (including, without limitation, with respect to the transactions contemplated hereby) is not fulfilled for any reason or (iiib) because the Initial Purchasers shall decline to purchase the Securities for any reason permitted under this AgreementAgreement (including the termination of this Agreement pursuant to Section 10), the Issuers will Company and the Guarantors shall reimburse the Initial Purchasers for all the reasonable fees and expenses of their counsel and for such other out-of-pocket expenses (including reasonable fees and disbursements of counsel) incurred by the Initial Purchasers them in connection with this Agreement and the proposed purchase of the Securities, and upon demand the Issuers Company and the Guarantors shall pay the full amount thereof to the Representatives; provided, however, that if Initial Purchasers. If this Agreement is terminated pursuant to Section 7(k) (other than due to Section 7(k)(ii)) or pursuant to Section 9 by reason of the default of one or more Initial Purchasers, the Issuers Company shall not be obligated to reimburse any defaulting Initial Purchaser Purchasers on account of those expenses.

Reimbursement of Initial Purchasers’ Expenses. If (a) the Issuers Company and the Guarantors shall fail to tender the Securities for delivery to the Initial Purchasers (i) by for reason of any failure, refusal or inability on the part of the Issuers or Company and the Guarantors to perform any agreement on their respective parts part to be performed, (ii) or because any other condition to of the Initial Purchasers’ obligations hereunder required to be fulfilled by any of the Issuers or Company and the Guarantors Guarantor (including, without limitation, with respect to the transactions contemplated hereby) is not fulfilled for any reason or (iiib) because the Initial Purchasers shall decline to purchase the Securities for any reason permitted under this AgreementAgreement (including the termination of this Agreement pursuant to Section 9), the Issuers will Company and the Guarantors shall reimburse the Initial Purchasers for all the reasonable fees and expenses of their counsel and for such other out-of-pocket expenses (including reasonable fees and disbursements of counsel) incurred by the Initial Purchasers them in connection with this Agreement and the proposed purchase of the Securities, and upon demand the Issuers Company and the Guarantors shall pay the full amount thereof to the Representatives; provided, however, that if Initial Purchasers. If this Agreement is terminated pursuant to Section 7(k) (other than due to Section 7(k)(ii)) or pursuant to Section 9 8 by reason of the default of one or more Initial Purchasers, the Issuers Company shall not be obligated to reimburse any defaulting Initial Purchaser Purchasers on account of those expenses.

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated due to the Issuers failure to comply with any subsection of Section 5 (other than due to the events described in Section 5(q), (s) or (u) (other than clause (ii) of Section 5(u)), in which case each party will be responsible for its own expenses) or pursuant to Section 6, (b) the Company shall fail to tender the Securities for delivery to the Initial Purchasers (i) by reason of any failure, refusal or inability of the Issuers or the Guarantors to perform any agreement on their respective parts to be performed, (ii) because any other condition to the Initial Purchasers’ obligations hereunder required to be fulfilled by any of the Issuers or the Guarantors is not fulfilled for any reason or (iiic) because the Initial Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement, the Issuers will Company and each of the Guarantors shall reimburse the Initial Purchasers for all reasonable such out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchasers in connection with this Agreement and the proposed purchase and resale of the Securities, and upon demand the Issuers shall pay the full amount thereof to the Representatives; provided, however, that if . If this Agreement is terminated pursuant to Section 7(k) (other than due to Section 7(k)(ii)) or pursuant to Section 9 7 by reason of the default of one or more of the Initial Purchasers, neither the Issuers Company nor the Guarantors shall not be obligated to reimburse any defaulting Initial Purchaser on account of those such expenses.

Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated pursuant to Section 6 or if for any reason the Issuers shall fail to tender purchase of the Securities for delivery to by the Initial Purchasers is not consummated, each of the Company, the Issuer and USGP shall remain responsible (iexcept to a defaulting Initial Purchaser) for the expenses to be paid or reimbursed by reason it pursuant to Section 12 and the respective obligations of the Company and the Initial Purchasers pursuant to Sections 9 and 10 shall remain in effect. In addition, if the purchase of the Securities by the Initial Purchasers is not consummated because any condition to the obligations of the Initial Purchasers set forth in Section 5 hereof (other than Section 5(n)) is not satisfied or because of any failurerefusal, refusal inability or inability failure on the part of the Issuers Company, the Issuer or the Guarantors USGP to perform any agreement on their respective parts to be performed, (ii) because herein or comply with any provision hereof other condition to than by reason of a default by the Initial Purchasers’ obligations hereunder required to be fulfilled by any of the Issuers or the Guarantors is not fulfilled for any reason or (iii) because the Initial Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement, the Issuers will Company, the Issuer or USGP shall reimburse the Initial Purchasers upon demand accompanied by reasonable supporting documentation for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by the Initial Purchasers them in connection with this Agreement and the proposed purchase and sale of the Securities, and upon demand the Issuers shall pay the full amount thereof to the Representatives; provided, however, that if this Agreement is terminated pursuant to Section 7(k) (other than due to Section 7(k)(ii)) or pursuant to Section 9 by reason of the default of one or more Initial Purchasers, the Issuers shall not be obligated to reimburse any Initial Purchaser on account of those expenses.

Reimbursement of Initial Purchasers’ Expenses. If Notwithstanding anything to the Issuers contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities for delivery to the Initial Purchasers (i) by reason of any failure, refusal or inability of the Issuers or the Guarantors to perform any agreement on their respective parts to be performed, (ii) because any other condition to the Initial Purchasers’ obligations hereunder required to be fulfilled by any of the Issuers or the Guarantors is not fulfilled for any reason or not permitted under this Agreement, (iiic) because the Initial Purchasers shall decline to purchase the Securities for any reason permitted under this AgreementAgreement or (d) the sale of the Securities is not consummated because any condition to the obligations of the Initial Purchasers set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 5(f), the Issuers will Company shall reimburse the Initial Purchasers for all reasonable the fees and expenses of Initial Purchasers’ counsel and for such other out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchasers them in connection with this Agreement and the proposed purchase of the Securities, including, without limitation, travel and lodging expenses of the Initial Purchasers, and upon demand the Issuers Company shall pay the full amount thereof to the Representatives; provided, however, that if this Agreement is terminated pursuant to Section 7(k) (other than due to Section 7(k)(ii)) or pursuant to Section 9 by reason of the default of one or more Initial Purchasers, the Issuers shall not be obligated to reimburse any Initial Purchaser on account of those expenses.

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated pursuant to Section 6 because of the Issuers occurrence of an event described in Section 5(i), 5(o) or, as to the Company's securities only, 5(p)(i), (b) the Company shall fail to tender the Securities for delivery to the Initial Purchasers (i) by reason of any failure, refusal or inability of the Issuers or the Guarantors to perform any agreement on their respective parts to be performed, (ii) because any other condition to the Initial Purchasers’ obligations hereunder required to be fulfilled by any of the Issuers or the Guarantors is not fulfilled for any reason permitted under this Agreement or (iiic) because the Initial Purchasers shall decline to purchase the Securities for because a condition to the obligations of the Initial Purchasers (other than the condition specified in 5(e)), is not satisfied in any reason permitted under this Agreementmaterial respect, the Issuers will Company shall reimburse the Initial Purchasers for all reasonable the fees and expenses of their counsel and for such other out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchasers them in connection with this Agreement and the proposed purchase and resale of the Securities, and upon promptly after demand therefor, the Issuers Company shall pay the full amount thereof to the Representatives; provided, however, that if SGSC. If this Agreement is terminated pursuant to Section 7(k) (other than due to Section 7(k)(ii)) or pursuant to Section 9 7 by reason of the default of one or more Initial Purchasers, the Issuers Company shall not be obligated to reimburse any defaulting Initial Purchaser on account of those expenses.

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated due to the Issuers failure to comply with any of subsection of Section 5 (other than due to the events described in Section 5(q), (s) or (u) (other than clause (ii) of Section 5(u)), in which case each party will be responsible for its own expenses) or pursuant to Section 6, (b) the Company shall fail to tender the Securities for delivery to the Initial Purchasers (i) by reason of any failure, refusal or inability of the Issuers or the Guarantors to perform any agreement on their respective parts to be performed, (ii) because any other condition to the Initial Purchasers’ obligations hereunder required to be fulfilled by any of the Issuers or the Guarantors is not fulfilled for any reason or (iiic) because the Initial Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement, the Issuers will Company and each of the Guarantors shall reimburse the Initial Purchasers for all reasonable such out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchasers in connection with this Agreement and the proposed purchase and resale of the Securities, and upon demand the Issuers shall pay the full amount thereof to the Representatives; provided, however, that if . If this Agreement is terminated pursuant to Section 7(k) (other than due to Section 7(k)(ii)) or pursuant to Section 9 7 by reason of the default of one or more of the Initial Purchasers, neither the Issuers Company nor the Guarantors shall not be obligated to reimburse any defaulting Initial Purchaser on account of those such expenses.

Reimbursement of Initial Purchasers’ Expenses. If the Issuers shall fail to tender the Securities Notes for delivery to the Initial Purchasers (i) by reason of any failure, refusal or inability on the part of the Issuers or the Guarantors Inergy Parties to perform any agreement on their respective parts part to be performed, (ii) or because any other condition to of the Initial Purchasers’ obligations hereunder required to be fulfilled by any of the Issuers or the Guarantors Inergy Parties is not fulfilled for any reason or (iii) because the Initial Purchasers shall decline to purchase the Securities for any reason permitted under this Agreementfulfilled, the Issuers will Inergy Parties shall reimburse the Initial Purchasers for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) incurred by the Initial Purchasers in connection with this Agreement and the proposed purchase of the SecuritiesNotes, and upon demand the Issuers Inergy Parties shall pay the full amount thereof to the Representatives; provided, however, that if Initial Purchasers. If this Agreement is terminated pursuant to Section 7(k) (other than due to 7(o)(i), Section 7(k)(ii7(o)(iii), Section 7(o)(iv) or pursuant to Section 9 7(o)(v) by reason of the default of one or more Initial Purchasers, the Issuers Inergy Parties shall not be obligated to reimburse any defaulting Initial Purchaser on account of those expenses.

Reimbursement of Initial Purchasers’ Expenses. If (a) the Issuers Company shall fail to tender the Securities for delivery to the Initial Purchasers (i) by reason of any failure, refusal or inability on the part of the Issuers or the Guarantors Company to perform any agreement on their respective parts its part to be performed, (ii) or because any other condition to of the Initial Purchasers’ obligations hereunder required to be fulfilled by any of the Issuers or Company (including, without limitation, with respect to the Guarantors transactions) is not fulfilled for any reason or (iiib) because the Initial Purchasers shall decline to purchase the Securities for any reason permitted under this AgreementAgreement (including the termination of this Agreement pursuant to Section 9), the Issuers will Company and each of the Guarantors agree to reimburse the Initial Purchasers for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) incurred by the Initial Purchasers in connection with this Agreement and the proposed purchase of the Securities, and upon demand the Issuers shall Company and each of Guarantors, jointly and severally, agree to pay the full amount thereof to the Representatives; provided, however, that if Initial Purchasers. If this Agreement is terminated pursuant to Section 7(k) (other than due to Section 7(k)(ii)) or pursuant to Section 9 by reason of the default of one or more Initial Purchasers, neither Company nor any of the Issuers Guarantors shall not be obligated to reimburse any defaulting Initial Purchaser on account of those any expenses.

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated due to the Issuers failure to comply with any of subsection of Section 5 (other than due to the events described in Section 5(p), (r) or (t), in which case each party will be responsible for its own expenses) or pursuant to Section 6, (b) the Company shall fail to tender the Securities for delivery to the Initial Purchasers (i) by reason of any failure, refusal or inability of the Issuers or the Guarantors to perform any agreement on their respective parts to be performed, (ii) because any other condition to the Initial Purchasers’ obligations hereunder required to be fulfilled by any of the Issuers or the Guarantors is not fulfilled for any reason permitted under this Agreement or (iiic) because the Initial Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement, the Issuers will Company and the each of the Guarantors shall reimburse the Initial Purchasers for all reasonable such out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchasers in connection with this Agreement and the proposed purchase and resale of the Securities, and upon demand the Issuers shall pay the full amount thereof to the Representatives; provided, however, that if . If this Agreement is terminated pursuant to Section 7(k) (other than due to Section 7(k)(ii)) or pursuant to Section 9 7 by reason of the default of one or more of the Initial Purchasers, neither the Issuers Company nor the Guarantors shall not be obligated to reimburse any defaulting Initial Purchaser on account of those such expenses.