Fees, Expenses and Other Payments. (a) Except as otherwise provided in this Agreement, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such costs and expenses (with respect to such party, its "Expenses"); provided that, except in the event that the payment provided in Section 8.5(b) becomes payable, if DOCP breaches any material term of this Agreement or if the Merger is not consummated, and this Agreement is thereafter terminated, and within one year of the date of such termination DOCP enters into an agreement respecting an Alternative Transaction, DOCP shall pay the reasonable fees and expenses of one firm of legal counsel advising the Management Investor, up to $50,000, plus 50% of any such fees in excess of $50,000, for the benefit of the Management Investor in connection with the transactions contemplated hereby.
(b) If (i) this Agreement shall be terminated by Buyer pursuant to Section 8.1(e) or by Buyer or DOCP pursuant to Section 8.1(f), or (ii) (A) after the date of this Agreement any person or "group" (within the meaning of Section 13(d)(3) of the Exchange Act) shall have publicly made a proposal with respect to an Alternative Transaction, (B) the Offer shall have remained open until at least the scheduled expiration date immediately following the date such proposal is made, (C) the Minimum Condition shall not have been satisfied at the expiration of the Offer and (D) this Agreement shall thereafter be terminated pursuant to Section 8.1(d), then DOCP shall pay to Buyer $3,000,000 plus all Expenses of Buyer, CSX, NSC and the Management Investor as promptly as practicable but not later than two business days after termination of this Agreement (unless required simultaneously with termination under Section 8.1(f)) by wire transfer of immediately available funds to an account designated by Buyer.
Fees, Expenses and Other Payments. If this Agreement is terminated, --------------------------------- then all costs and expenses incurred by the Parties in connection with this Agreement, the Merger and the Transactions and in connection with compliance with Applicable Law and Contractual Obligations as a consequence hereof and thereof, including fees and disbursements of counsel, financial advisors and accountants, will be borne solely and entirely by the Party which has incurred such costs and expenses (with respect to such Party, its "Expenses"). VIALOG acknowledges and agrees that the Company has disclosed that it is obligated and will become further obligated for Expenses (including fees and expenses of its counsel, its independent accountants, and its financial advisor) incurred by it in connection with this Agreement, the Merger and the Transactions. It is understood and agreed that certain of such Expenses may be paid by the Company prior to the execution of this Agreement, and VIALOG agrees to refrain from taking any action which would prevent or delay the payment of reasonable Expenses by the Company. Any Expenses incurred and not paid will constitute liabilities of the Company. VIALOG agrees to take all action necessary to cause the Surviving Corporation to pay promptly any of the foregoing reasonable Expenses incurred, but not paid, by the Company prior to the Effective Time.
Fees, Expenses and Other Payments. (a) Except as otherwise set forth in this Agreement, all costs and expenses incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such costs and expenses, whether or not the Merger is consummated; provided, however, that Acquiror and the Company shall share equally all costs and expenses (other than attorney's and accountants' fees and expenses) incurred in relation to printing and filing and, as applicable, mailing the Registration Statement and the Proxy Statement/ Prospectus and any amendments or supplements thereto and all SEC and other regulatory filing fees incurred in connection with the Registration Statement and the Proxy Statement/Prospectus and the fees required under the HSR Act and applicable foreign laws, if any, incurred in connection with the transactions contemplated under this Agreement.
(b) If this Agreement is terminated (i) by Acquiror pursuant to Section 9.1(b), (ii) by Acquiror pursuant to Section 9.1(g), or (iii) by the Company pursuant to Section 9.1(h), then the Company shall pay to Acquiror a termination fee of Twelve Million Dollars ($12,000,000) in cash (the "Termination Fee"), immediately upon such termination.
(c) If this Agreement is terminated by Acquiror pursuant to Section 9.1(l), then the Company shall pay to Acquiror a fee equal to two (2) times the Acquiror Transaction Expenses in addition to any amounts which may become payable pursuant to Section 9.5(e); provided, however, that in no event shall the fee payable pursuant to this Section 9.5(c) exceed Six Million Dollars ($6,000,000). For purposes of this Section 9.5(c), "Acquiror Transaction Expenses" shall mean all documented costs, fees, expenses and other amounts incurred or payable, directly or indirectly, by Acquiror or any Affiliate of Acquiror in connection with the Merger and this Agreement, including, without limitation, (i) all reasonable legal, accounting, brokerage and other fees, costs and expenses incurred for the benefit of Acquiror or any Affiliate of Acquiror and (ii) all filing, registration and other similar fees and expenses payable paid by or on behalf of Acquiror or any Affiliate of Acquiror.
Fees, Expenses and Other Payments. Except as otherwise provided in this Agreement, each party shall bear its own expenses in connection with the transactions contemplated by this Agreement, including costs of their respective attorneys, accountants, investment bankers, brokers and other representatives.
Fees, Expenses and Other Payments. All costs and expenses incurred in connection with this Agreement and the consummation of the Transactions, including without limitation fees and disbursements of counsel, financial advisors and accountants incurred by the parties hereto, shall be borne solely and entirely by the party which has incurred such costs and expenses.
Fees, Expenses and Other Payments. (a) Except as provided in Section 8.5(c), all Expenses (as defined in paragraph (b) of this Section 8.5) incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such Expenses.
Fees, Expenses and Other Payments. All Transaction Expenses shall be borne solely and entirely by the Party that has incurred such costs and expenses, except to the extent otherwise specifically set forth in this Agreement.
Fees, Expenses and Other Payments. (a) All transfer Taxes, sales Taxes, recording or documentary Taxes, stamps or other charges levied by any Authority in connection with this Agreement, the consummation of the Merger and the subsequent or contemporaneous actual or deemed liquidation of TCT into ATI as well as all costs and expenses in connection with such Taxes, stamps or other charges shall be borne equally by TCT and ATC, all costs referred to in Sections 6.7, 6.8 and 7.2(j) shall be borne by ATC, all Hart-Scott-Rodino filing fees and expenses shall be borne equally bx XXX xxx XXX, xxd all other costs and expenses incurred in connection with this Agreement and the consummation of the Merger, including without limitation fees and disbursements of counsel, financial advisors and accountants incurred by the parties hereto, shall, unless otherwise provided herein, be borne solely and entirely by the party which has incurred such costs and expenses. All such costs and expenses to be borne by TCT shall, to the extent not then paid, be accrued for purposes of determining the Current Balance as of the Effective Time. Such accrual shall also include all costs and expenses (including without limitation all transfer Taxes, sales Taxes, recording or documentary Taxes, stamps or other charges levied by any Authority) in connection of transferring into the name of TCT all property, real, personal or mixed, held by any predecessor Entity.
(b) At the Closing, ATC shall transfer to an escrow account an amount of cash equal to the aggregate amount of Taxes accrued pursuant to the last two sentences of Section 10.2(a) for purposes of determining the Current Balance as of the Effective Time (collectively, "Accrued Transfer Taxes"). The terms of such escrow arrangement shall provide that: (i) if TCT is not liquidated into ATI within three (3) months after the Closing Date, then an amount equal to all Accrued Transfer Taxes that were accrued based on the assumption that such liquidation would occur shall be paid to the TCT Members in proportion to their ownership of TCT Units as of the Effective Time, and (ii) if the amount of Accrued Transfer Taxes exceeds the amount of Taxes actually paid by ATI, and required to be borne by TCT pursuant to Section 10.2(a), then such excess shall be paid, from time to time, to the TCT Members in proportion to their ownership of TCT Units as of the Effective Time; provided, however, that ATI need not make any such payment unless it exceeds $10,000 in the aggregate.
Fees, Expenses and Other Payments. All California and other sales --------------------------------- and/or use Taxes, documentary or governmental transfer Taxes, recording fees, or other comparable charges levied by any Authority in connection with the purchase and sale of the Meridian Assets and the Meridian Business contemplated hereby, and all Xxxx-Xxxxx-Xxxxxx filing fees, shall be borne equally by Meridian and ATS. All title insurance costs and expenses shall be borne by Meridian and all Environmental Report costs and expenses shall be borne by ATS, except that in the event this Agreement is terminated pursuant to the provisions of Section 5.8, all such Environmental Report costs and expenses shall be borne by Meridian. All other costs and expenses incurred in connection with this Agreement and the consummation of the Transactions, and in compliance with Applicable Law and Contractual Obligations as a consequence hereof and thereof, including without limitation fees and disbursements of counsel, financial advisors and accountants incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such costs and expenses (with respect to such party, its "Expenses").
Fees, Expenses and Other Payments. (a) Except as provided in Section 9.02 of this Agreement, all expenses incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such expenses whether or not the Acquisition is consummated.
