Common use of Expense Sharing Clause in Contracts

Expense Sharing. 1.6.1. Except as provided in Section 1.6.2, each of Wolverine, on the one hand, and the Sponsors, on the other, will be responsible for all fees and out-of pocket expenses incurred by it in connection with the Merger Agreement, the Carveout Transaction Agreements and the transactions contemplated by each of the foregoing (“Expenses”), including, without limitation, the reasonable fees, expenses and disbursements of lawyers, accountants, consultants and other advisors that have been retained by it and any financing fees pursuant to the commitments contemplated by their respective Debt Commitment Letters. 1.6.2. Except as otherwise provided in the Carveout Transaction Agreements or the other agreements contemplated thereby (including tax sharing and transition services agreements referred to therein), all costs and out-of-pocket expenses incurred by Parent from the date of this Agreement until the Closing Date or termination of the Merger Agreement, whichever is earlier, to comply with their obligations under the Merger Agreement (including the costs incurred for HSR and other competition filings (even if made by Wolverine as the ultimate parent entity), filing fees, or other costs as may be mutually agreed) (but excluding any fees, costs and expenses referred to in Section 1.5 above) and, in the event the Merger is consummated, all costs and out-of-pocket expenses incurred by the Company in connection with the Merger Agreement, and the transactions contemplated thereby, including the reasonable fees, expenses and disbursements of lawyers, accountants, consultants and other advisors to the Company or that have otherwise been retained by it, any costs incurred by Parent or the Surviving Corporation to comply with their obligations under Section 6.11 of the Merger Agreement (including the cost to obtain the D&O Insurance), and, unless otherwise provided for in the aforementioned tax sharing agreement, Section 6.19 of the Merger Agreement, as well as any Separation Costs incurred by the Surviving Corporation and Wolverine in connection with the Carveout Transaction Agreements and the transactions contemplated thereby, shall be borne on a Pro Rata Basis by Wolverine, on the one hand, and the Sponsors, on the other. “Separation Costs” shall mean the costs associated with the separation of the PLG Business as described in the Carveout Transaction Agreements, including the costs to obtain any third party consents in connection therewith, costs incurred in connection with the defeasement of those certain Series A and Series B 8.25% Senior Subordinated Notes due 2013 under the Indenture dated July 28, 2003 (the “Notes”), including the aggregate principal amount of and interest on the Notes, and costs incurred in connection with any litigation related to the Merger or the other transactions contemplated by the Merger Agreement that is brought against the Company and/or its board of directors (excluding, except for liabilities arising under Section 6.11 of the Merger Agreement, litigation arising from or relating to the Debt Financing (arising upon the closing of, or at any time after, the Debt Financing), including the grant or acquisition of any liens or secured claims pursuant to the Debt Financing, or any modification, extension, renewal or replacement thereof). For the avoidance of doubt, the liabilities excluded pursuant to the immediately preceding parenthetical will be borne and satisfied 100% by the Party that has entered into and consummated the applicable Debt Financing arrangement. For clarification, Separation Costs hereunder do not include severance costs and other employment termination-related liabilities incurred in connection with the termination of employment of employees of the PLG Business or PSS Business, it being agreed that the responsibility for, and allocation of, such costs and liabilities will be provided for in that certain transition services agreement to be entered into at the Closing.

Expense Sharing. 1.6.1. Except as provided in Section 1.6.22.9.1 Upon consummation of the Transactions and from time to time thereafter, each of WolverineParent shall or shall cause the Surviving Company to reimburse the Investors, on the one hand, EC Investors and the SponsorsGuarantors for, or pay on behalf of such persons, as the othercase may be, will be responsible for all fees and of their out-of of-pocket costs and expenses incurred by it in connection with the Merger Agreement, the Carveout Transaction Agreements and the transactions contemplated by each of the foregoing Transactions (“Consortium Transaction Expenses”), including, without limitation, (a) the reasonable fees, expenses and disbursements of lawyers(i) the Consortium Advisors, accountants, consultants and other advisors that have been retained by it and any financing fees pursuant to the commitments contemplated by their respective Debt Commitment Letters. 1.6.2. Except as otherwise provided in the Carveout Transaction Agreements or the other agreements contemplated thereby (including tax sharing and transition services agreements referred to therein), all costs and out-of-pocket expenses incurred by Parent from the date of this Agreement until the Closing Date or termination of the Merger Agreement, whichever is earlier, to comply with their obligations under the Merger Agreement (including the costs incurred for HSR and other competition filings (even if made by Wolverine as the ultimate parent entity), filing fees, or other costs as may be mutually agreed) (but excluding any fees, costs expenses and expenses referred disbursements payable to in Section 1.5 above) and, in the event the Merger is consummated, all costs and out-of-pocket expenses incurred by the Company in connection with the Merger Agreement, and the transactions contemplated thereby, including the reasonable any Investor Advisors unless such fees, expenses and disbursements of lawyersany Investor Advisors are agreed to in advance by the Requisite Investors, accountants, consultants and (ii) any banks and other financing sources (“Financing Banks”) and their advisors in connection with provision of debt financing (including any Alternative Financing) to support the Transactions (the “Debt Financing”) and (b) out-of-pocket costs and expenses incurred by any Investor or its Affiliates (other than Parent, the Company and its subsidiaries) or the attorneys thereof in connection with defending, being a witness in or participating in an Action relating to or arising from the Transactions, including without limitation, responding to any subpoenas, regulatory requests or any other judicial or regulatory process or orders. 2.9.2 If the Merger Agreement is terminated prior to the Company or that have otherwise been retained by itClosing (and Section 2.9.3 below does not apply), any costs the EC Investors agree to share the Consortium Transaction Expenses incurred by Parent or in connection with the Surviving Corporation Transactions in proportion to comply with their obligations under Section 6.11 respective Equity Commitments. 2.9.3 If the failure of the Transactions to be consummated prior to termination of the Merger Agreement results from the unilateral breach of this Agreement, the Support Agreement or any Equity Commitment Letter by one or more Investors (including the cost to obtain the D&O Insuranceor his, her or its Affiliates), andthen, unless otherwise provided subject to Section 2.3.2(iv)(2), such Investor or Investors shall be responsible to pay the full amount of the Consortium Transaction Expenses and reimburse Parent, each non-breaching Investor and Affiliates of such non-breaching Investor (other than the Company and its subsidiaries), as the case may be, for in the aforementioned tax sharing agreement, Parent Termination Fee paid by Parent pursuant to Section 6.19 8.06(b) of the Merger Agreement, as well as any Separation Costs incurred Expenses paid by the Surviving Corporation and Wolverine in connection with the Carveout Transaction Agreements and the transactions contemplated thereby, shall be borne on a Pro Rata Basis by Wolverine, on the one hand, and the Sponsors, on the other. “Separation Costs” shall mean the costs associated with the separation of the PLG Business as described in the Carveout Transaction Agreements, including the costs Parent pursuant to obtain any third party consents in connection therewith, costs incurred in connection with the defeasement of those certain Series A and Series B 8.25% Senior Subordinated Notes due 2013 under the Indenture dated July 28, 2003 (the “Notes”), including the aggregate principal amount of and interest on the Notes, and costs incurred in connection with any litigation related to the Merger or the other transactions contemplated by the Merger Agreement that is brought against the Company and/or its board of directors (excluding, except for liabilities arising under Section 6.11 8.06(c) of the Merger Agreement, litigation arising from or relating to the Debt Financing (arising upon the closing of, or at any time after, the Debt Financing), including the grant or acquisition of any liens or secured claims other costs and expenses paid by Parent pursuant to Section 8.06(f) of the Debt FinancingMerger Agreement, or any modification, extension, renewal or replacement thereof). For the avoidance payment obligations of doubt, the liabilities excluded Parent pursuant to Section 6.07(e) of the immediately preceding parenthetical will be borne Merger Agreement and satisfied 100% by the Party that has entered into and consummated the applicable Debt Financing arrangement. For clarification, Separation Costs hereunder do not include severance all of their other out-of-pocket costs and other employment termination-related liabilities incurred in connection with the termination of employment of employees of the PLG Business or PSS Business, it being agreed that the responsibility for, and allocation of, such costs and liabilities will be provided for in that certain transition services agreement to be entered into at the Closing.expenses

Expense Sharing. 1.6.1. Except as provided in Section 1.6.22.9.1 Upon consummation of the Transactions and from time to time thereafter, each of WolverineParent shall or shall cause the Surviving Company to reimburse the Investors, on the one hand, EC Investors and the SponsorsGuarantors for, or pay on behalf of such persons, as the othercase may be, will be responsible for all fees and of their out-of of-pocket costs and expenses incurred by it in connection with the Merger Agreement, the Carveout Transaction Agreements and the transactions contemplated by each of the foregoing Transactions (“Consortium Transaction Expenses”), including, without limitation, (a) the reasonable fees, expenses and disbursements of lawyers(i) the Consortium Advisors, accountantsbut excluding any fees, consultants expenses and disbursements payable to any Investor Advisors unless such fees, expenses and disbursements of any Investor Advisors are agreed to in advance by the Requisite Investors, and (ii) any banks and other financing sources (“Financing Banks”) and their advisors that have been retained by it and any in connection with provision of debt financing fees pursuant to the commitments contemplated by their respective Debt Commitment Letters. 1.6.2. Except as otherwise provided in the Carveout Transaction Agreements or the other agreements contemplated thereby (including tax sharing any Alternative Financing) to support the Transactions (the “Debt Financing”) and transition services agreements referred to therein), all costs and (b) out-of-pocket costs and expenses incurred by Parent any Investor or its Affiliates (other than Parent, the Company and its subsidiaries) or the attorneys thereof in connection with defending, being a witness in or participating in an Action relating to or arising from the date Transactions, including without limitation, responding to any subpoenas, regulatory requests or any other judicial or regulatory process or orders. 2.9.2 If the Merger Agreement is terminated prior to the Closing (and Section 2.9.3 below does not apply), the EC Investors agree to share the Consortium Transaction Expenses incurred in connection with the Transactions in proportion to their respective Equity Commitments. 2.9.3 If the failure of the Transactions to be consummated prior to termination of the Merger Agreement results from the unilateral breach of this Agreement, the Support Agreement until or any Equity Commitment Letter by one or more Investors (or his, her or its Affiliates), then, subject to Section 2.3.2(iv)(2), such Investor or Investors shall be responsible to pay the Closing Date or termination full amount of the Consortium Transaction Expenses and reimburse Parent, each non-breaching Investor and Affiliates of such non-breaching Investor (other than the Company and its subsidiaries), as the case may be, for the Parent Termination Fee paid by Parent pursuant to Section 8.06(b) of the Merger Agreement, whichever is earlierany Expenses paid by Parent pursuant to Section 8.06(c) of the Merger Agreement, any other costs and expenses paid by Parent pursuant to comply with their Section 8.06(f) of the Merger Agreement, any payment obligations under of Parent pursuant to Section 6.07(e) of the Merger Agreement (including the costs incurred for HSR and all of their other competition filings (even if made by Wolverine as the ultimate parent entity), filing fees, or other costs as may be mutually agreed) (but excluding any fees, costs and expenses referred to in Section 1.5 above) and, in the event the Merger is consummated, all costs and out-of-pocket costs and expenses incurred (including any amounts payable by the Company Guarantors in respect of the Guarantees) incurred in connection with the Merger Agreement, and the transactions contemplated therebyTransactions, including the reasonable fees, expenses and disbursements of lawyersInvestor Advisors, accountantswithout prejudice to any claims, consultants rights and other advisors remedies otherwise available to such non-breaching Investor and its Affiliates; provided, however, that if the Company or that have otherwise been retained by it, any costs incurred by Parent or failure of the Surviving Corporation Transactions to comply with their obligations under Section 6.11 be consummated prior to termination of the Merger Agreement (including results from the cost unilateral breach by Internet Opportunity of this Agreement or its Equity Commitment Letter, Internet Opportunity shall, in no event, be liable pursuant to obtain the D&O Insurance), and, unless otherwise provided for this Section 2.9.3 to pay an amount in the aforementioned tax sharing agreement, Section 6.19 excess of its Liability Pro Rata Portion of the Merger Agreement, as well as any Separation Costs incurred amount that would have otherwise been payable by the Surviving Corporation and Wolverine in connection with the Carveout Transaction Agreements and the transactions contemplated thereby, shall be borne on a Internet Opportunity pursuant to this Section 2.9.3. “Liability Pro Rata Basis by WolverinePortion” means, on with respect to Internet Opportunity, a fraction, the one handnumerator of which is the Equity Commitment of Internet Opportunity, and the Sponsors, on the other. “Separation Costs” shall mean the costs associated with the separation denominator of the PLG Business as described in the Carveout Transaction Agreements, including the costs to obtain any third party consents in connection therewith, costs incurred in connection with the defeasement of those certain Series A and Series B 8.25% Senior Subordinated Notes due 2013 under the Indenture dated July 28, 2003 (the “Notes”), including which is the aggregate principal amount Equity Commitments of Internet Opportunity and interest on the Notes, and costs incurred in connection with any litigation related to the Merger Sponsor Investors (or the other transactions contemplated by the Merger Agreement their respective Affiliates that is brought against the Company and/or its board of directors (excluding, except for liabilities arising under Section 6.11 of the Merger Agreement, litigation arising from or relating to the Debt Financing (arising upon the closing of, or at any time after, the Debt Financingare EC Investors), including the grant or acquisition of any liens or secured claims pursuant to the Debt Financing, or any modification, extension, renewal or replacement thereof). For the avoidance of doubt, the liabilities excluded pursuant to the immediately preceding parenthetical will be borne and satisfied 100% by the Party that has entered into and consummated the applicable Debt Financing arrangement. For clarification, Separation Costs hereunder do not include severance costs and other employment termination-related liabilities incurred in connection with the termination of employment of employees of the PLG Business or PSS Business, it being agreed that the responsibility for, and allocation of, such costs and liabilities will be provided for in that certain transition services agreement to be entered into at the Closing.