Expenses and Other Payments. (a) Except as otherwise provided in this Agreement, each Party shall pay its own expenses incident to preparing for, entering into and carrying out this Agreement and the consummation of the Transactions, whether or not the Merger shall be consummated.
Expenses and Other Payments. (a) Except as otherwise provided in this Agreement, each Party shall pay its own expenses incident to preparing for, entering into and carrying out this Agreement and the consummation of the Transactions, whether or not the Mergers shall be consummated, except that all filing fees paid in respect of the filings under the HSR Act in connection with the Mergers shall be borne by Parent.
Expenses and Other Payments. (a) The parties to this Agreement shall, except as otherwise specifically provided herein, bear their respective expenses incurred in connection with the preparation, execution and performance of this Agreement and the transactions contemplated hereby, including, without limitation, all fees and expenses of their respective Agents.
Expenses and Other Payments. The Company shall reimburse the Purchaser for its reasonable legal fees for services rendered to the Purchaser in preparation of this Agreement and the other Transaction Documents, and expenses in connection with the Purchaser's due diligence review of the Company and relevant matters, subject to reasonable documentation of such expenses. Amounts payable hereunder and under Section 6.10 of the Note shall be withheld by the Purchaser from the Purchase Price to be paid at Closing.
Expenses and Other Payments. (a) Upon and following consummation of the Transactions, except as otherwise provided in this Agreement, the Company shall pay all of its own expenses and the expenses of Contributor (to the extent not paid by or on behalf of Contributor prior to the Closing) and of the Parent Parties, in each case, as such expenses are incident to preparing for, entering into and carrying out this Agreement and the consummation of the Transactions, including, for the avoidance of doubt, the preparation for, entrance into and carrying out of the Grenadier PSA and any predecessor agreement thereto and the consummation of the transactions contemplated thereby (“Transaction Expenses”); provided, however, that notwithstanding anything herein to the contrary, the Parties agree and acknowledge that Contributor’s Transaction Expenses for which the Company shall be responsible shall include, without limitation, all Transaction Expenses of Contributor’s Affiliates. In the event this Agreement is terminated, each Party shall bear its own expenses except as otherwise provided in this Agreement.
Expenses and Other Payments. Except as otherwise provided herein and in the Merger Agreement, all fees and expenses incurred in connection with the Merger, the Merger Agreement and any other transactions contemplated thereby will be paid by the party incurring such fees and expenses, except that the Company will pay all expenses relating to the printing, filing and mailing of the Proxy Statement and all other related regulatory filing fees. Under the Merger Agreement, in the event the Merger Agreement is terminated under clauses A or B under "Termination" above and certain conditions described in "Conditions to the Obligations of Merger Sub" have not been satisfied, or under clauses D, F or G in "THE MERGER AGREEMENT -- TERMINATION" above, on the date of such termination, the Company will pay Saw Mill by wire transfer of immediately available funds an amount (such amount, the "Saw Mill Reimbursable Expenses") in cash equal to the lesser of: - the total amount of the costs, fees and expenses of counsel, accountants, financial advisors and other experts and advisors as well as fees and expenses incident to the negotiation, preparation and execution of the Merger Agreement and the attempted financing and completion of the transactions contemplated by the Merger Agreement, including investment banking and commitment fees, the related documentation and the shareholders' meeting and consents ("Costs"), including without limitation, the legal fees of the providers of the Commitment Letters, and out-of-pocket expenses; and - $1,500,000. Under the Merger Agreement, in the event the Merger Agreement is terminated under clause E in the "TERMINATION" above, Saw Mill, Parent or Merger Sub will pay the Company by wire transfer of immediately available funds an amount (such amount, the "Company Reimbursable Expenses") in cash equal to the lesser of: - the aggregate amount of Costs incurred in connection with pursuing the transactions contemplated by the Merger Agreement, and out-of-pocket expenses; and - $1,500,000. Under the Merger Agreement, in the event the Merger Agreement is terminated by Merger Sub or the Company under clauses D or G of "TERMINATION" above, on the date of such termination, the Company will pay Saw Mill by wire transfer of immediately available funds a payment in the amount (such amount, the "Termination Fee") equal to $6.7 million minus the amount of Saw Mill Reimbursable Expenses, if any, paid by the Company on or prior to the date of such termination. If the Merger Agreement...
Expenses and Other Payments. (a) Except as otherwise provided in this Agreement, each Party shall pay its own expenses incident to preparing for, entering into and carrying out this Agreement and the consummation of the Transactions, whether or not the Merger shall be consummated. For the avoidance of doubt, Parent shall bear and pay the expenses incurred in connection with the filing of the Registration Statement and the printing and mailing to the stockholders of Parent of the Joint Proxy Statement and the Company shall bear and pay the expenses incurred in connection with the filing, printing and mailing to the stockholders of the Company of the Joint Proxy Statement. Except as otherwise provided in Section 3.3(b)(v), all transfer, documentary, sales, use, stamp, registration and other similar Taxes and fees imposed with respect to, or as a result of, the Merger shall be borne by Parent or the Surviving Corporation, and expressly shall not be a Liability of holders of Company Common Stock.
Expenses and Other Payments. (a) Except as otherwise provided in this Agreement, including in this Section 8.3, and except with respect to costs and expenses of printing and mailing the Joint Proxy Statement and all filing and other fees paid to the SEC in connection with the Mergers, which shall be borne equally by Saturn and Mercury, each party shall pay its own expenses incident to preparing for, entering into and carrying out this Agreement and the consummation of the transactions contemplated by this Agreement, whether or not the Mergers shall be consummated.
Expenses and Other Payments. (a) Except as otherwise provided in this Agreement, including in this Section 8.3, and except with respect to costs and expenses of printing and mailing the Proxy Statement, which shall be borne by Crosstex, and all filing and other fees paid to the SEC in connection with the Registration Statement and the Mergers, which shall be borne equally by Crosstex and Devon, each party shall pay its own expenses incident to preparing for, entering into and carrying out this Agreement and the consummation of the transactions contemplated by this Agreement, whether or not the Mergers shall be consummated.
Expenses and Other Payments. (a) If this Agreement is terminated by Mars or Galaxy pursuant to Section 7.1(d), then Galaxy shall pay to Mars a fee of $27,700,000 in cash (the “Galaxy Initial Termination Fee”), such payment to be made by wire transfer of immediately available funds, in the case of a termination by Mars, by the end of the second Business Day following such termination, and in the case of a termination by Galaxy, concurrently with the termination of this Agreement (or, in the event such termination does not occur during a Business Day when banks are open for business, by delivering a copy of irrevocable instructions providing for the payment of the Galaxy Initial Termination Fee promptly upon the opening of business on the next Business Day).
