Common use of Expense Sharing Clause in Contracts

Expense Sharing. 1.6.1 Upon consummation of the Merger, the Surviving Corporation shall reimburse the Investors for, or pay on behalf of the Investors, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the Merger, including, without limitation, (a) the reasonable fees, expenses and disbursement of advisors retained by Holdco, Parent, Merger Sub or the Consortium (other than the fees, expenses and disbursements of lawyers, accountants, consultants and other advisors that were separately retained by any Investor) and (b) any fees (including financing fees) related to the Merger (all such fees and expenses described in the preceding clauses (a) and (b), collectively, the “Consortium Costs”). 1.6.2 If the Merger is not consummated (and Section 1.6.3 below does not apply), the Investors agree that (a) each Investor shall bear all fees and out-of-pocket expenses separately incurred by it in connection with the Merger (including, without limitation, any fees, expenses and disbursements of lawyers, accountants, consultants and other advisors that were separately retained by it); and (b) each Investor shall bear a percentage, equal to its Guaranteed Percentage, of the Consortium Costs. Prior to making any payment of the Consortium Costs hereunder, each Investor shall be entitled to receive and review reasonable documentation of such fees and expenses. 1.6.3 If the Merger is not consummated due to willful misconduct or breach of this Agreement, the Consortium Agreement, the Equity Commitment Letter or the Rollover Agreement by one or more Investors, then the breaching Investor(s) shall indemnify, reimburse or pay on behalf of each non-breaching Investor for all of its out-of-pocket costs and expenses, including, without limitation, (a) any payment of Parent Termination Fee made by such non-breaching Investor under its Limited Guarantee, (b) its portion of the Consortium Costs and (c) all fees and out-of-pocket expenses separately incurred by it in connection with the Merger (including, without limitation, any fees, expenses and disbursements of lawyers, accountants, consultants and other advisors that were separately retained by it), without prejudice to any rights and remedies otherwise available to any non-breaching Investor.

Expense Sharing. 1.6.1 Upon consummation 1.4.1 Arc will be responsible for sixty percent (60%) of the Merger, the Surviving Corporation shall reimburse the Investors for, or pay on behalf and GE will be responsible for forty percent (40%) of the Investors, as the case may be, all of their out-of-of pocket costs and expenses incurred in connection with the MergerTransaction (including any due diligence investigation) by Buyer and each Investor (or their respective affiliates) prior to the Closing (or, in the case of expenses incurred by a Failing Investor, prior to such Investor becoming a Failing Investor), including, without limitation, (a) the reasonable fees, expenses and disbursement of advisors retained by Holdco, Parent, Merger Sub or the Consortium (other than the fees, expenses and disbursements of lawyers, accountants, consultants and other advisors that were separately may have been retained by Buyer or any Investor) Investor (or their respective affiliates), as identified in a separate letter agreement entered into by Arc and (b) any fees (including financing fees) related GE on or prior to the Merger date hereof (as such letter agreement may be amended or modified from time to time in writing by Arc and GE) (all such fees and expenses described expenses, in the preceding clauses (a) and (b), collectivelyaggregate, the “Consortium CostsInvestor Expenses”). 1.6.2 . Notwithstanding the foregoing, if the Purchase Agreement is terminated, then the foregoing cost sharing provisions will cease to apply as to costs incurred thereafter unless otherwise agreed by the Investors in writing. If the Merger Transaction is not consummated (and Section 1.6.3 below does not apply)consummated, then the Investors agree that (a) may jointly elect to have the Buyer pay such expenses instead of the Investors reimbursing each other, and if the Investors jointly make such election, then each Investor shall bear all fees and out-of-pocket expenses separately incurred by it in connection with make an equity contribution to the Merger (including, without limitation, any fees, expenses and disbursements of lawyers, accountants, consultants and other advisors that were separately retained by it); and (b) each Investor shall bear a percentage, equal Buyer corresponding to its Guaranteed Percentage, of the Consortium Costs. reimbursement obligation. 1.4.2 Prior to making any payment of Investor Expenses hereunder of the Consortium Costs hereunderother Investor, each the paying Investor shall be entitled to receive and review reasonable documentation of such fees and expenses. 1.6.3 If the Merger is not consummated . Further, each Investor shall be entitled to receive and review all work product relating to any due to willful misconduct or breach of this Agreement, the Consortium Agreement, the Equity Commitment Letter or the Rollover Agreement by one or more Investors, then the breaching Investor(s) shall indemnify, reimburse or pay on behalf of each non-breaching Investor for all of its out-of-pocket costs and expenses, including, without limitation, (a) any payment of Parent Termination Fee made by such non-breaching Investor under its Limited Guarantee, (b) its portion of the Consortium Costs and (c) all fees and out-of-pocket expenses separately incurred by it diligence investigation in connection with the Merger Transaction made by, or procured by a third party for, Buyer and/or each Investor (includingor their respective affiliates) promptly upon request. The obligations under this Section 1.4 shall be valid and binding as against an Investor whether or not the Transaction is consummated, without limitationand shall survive the termination of the other terms of this Agreement subject to the last two sentences of Section 1.4.1, any provided in each case that such fees, expenses and disbursements of lawyers, accountants, consultants and other advisors that were separately retained or liabilities are not paid directly by it), without prejudice to any rights and remedies otherwise available to any non-breaching InvestorBuyer.

Expense Sharing. 1.6.1 Upon consummation of (a) In the Mergerevent the Merger is not consummated, the Surviving Corporation shall reimburse the Investors for, or pay on behalf of the Investors, as the case may be, then: (i) all of their reasonable and documented out-of-pocket costs fees and expenses of the Investors (excluding any Released Investor) incurred in connection with the Mergertransactions contemplated by this Agreement and the Merger Agreement (including in each case, includingthe reasonable and documented costs and expenses of drafting and negotiating each applicable document) will be shared by the Investors on a Pro Rata Basis and (ii) each Investor (other than any Released Investor) agrees that it will be responsible for its proportionate share (as determined on a Pro Rata Basis) of the reasonable and documented out-of-pocket expenses incurred by the Investors (other than any Released Investor), without limitation, (a) including the reasonable fees, expenses and disbursement disbursements of advisors retained their lawyers, and in the case of the Sponsor Investors (or each other Investor, to the extent it gives the Sponsor Investors prior written notice of the retention thereof), their accountants, financial advisors, consultants and other advisors. Notwithstanding the foregoing, (a) a Released Investor will not be responsible for any portion of the out-of-pocket expenses and fees described in the preceding sentence and may not seek or obtain reimbursement in respect of any out-of-pocket expenses and fees if the Merger is not consummated and (b) without limiting the rights against a Failing Investor for a Breach of this Agreement, in no event shall such Failing Investor be entitled to reimbursement of expenses pursuant to this Section 2.9(a). Furthermore, payments of any Limited Guarantee obligations are covered by HoldcoSection 2.12 of this Agreement and not by this Section 2.9. (b) In the event the Merger is consummated, the Investors shall cause Parent, Merger Sub or Subs and the Consortium Company to reimburse each Investor (other than a Failing Investor under clause (i) of the definition thereof but including (x) each Released Investor in respect of out-of-pocket expenses and fees, incurred prior to such Investor becoming a Released Investor and (y) each breaching Investor provided such Investor is not a Failing Investor under clause (i) of the definition thereof) for all reasonable out-of-pocket expenses incurred by the Investors, including the reasonable fees, expenses and disbursements of their lawyers, and in the case of the Sponsor Investors (or each other Investor, to the extent it gives the Sponsor Investors prior written notice of the retention thereof), their accountants, consultants and other advisors that were separately retained advisors, in connection with the transactions contemplated by the Merger Agreement. (c) The obligations under this Section 2.9 shall exist whether or not the Merger is consummated and shall survive any Investor) and (b) any fees (including financing fees) related termination of the other terms of this Agreement, to the Merger (all extent that such fees and expenses described are not paid by the Company or Parent, in each case, subject to the preceding clauses (a) and (b), collectively, the “Consortium Costs”)terms hereof. 1.6.2 If the Merger is not consummated (and Section 1.6.3 below does not apply), the Investors agree that (a) each Investor shall bear all fees and out-of-pocket expenses separately incurred by it in connection with the Merger (including, without limitation, any fees, expenses and disbursements of lawyers, accountants, consultants and other advisors that were separately retained by it); and (b) each Investor shall bear a percentage, equal to its Guaranteed Percentage, of the Consortium Costs. Prior to making any payment of the Consortium Costs hereunder, each Investor shall be entitled to receive and review reasonable documentation of such fees and expenses. 1.6.3 If the Merger is not consummated due to willful misconduct or breach of this Agreement, the Consortium Agreement, the Equity Commitment Letter or the Rollover Agreement by one or more Investors, then the breaching Investor(s) shall indemnify, reimburse or pay on behalf of each non-breaching Investor for all of its out-of-pocket costs and expenses, including, without limitation, (a) any payment of Parent Termination Fee made by such non-breaching Investor under its Limited Guarantee, (b) its portion of the Consortium Costs and (c) all fees and out-of-pocket expenses separately incurred by it in connection with the Merger (including, without limitation, any fees, expenses and disbursements of lawyers, accountants, consultants and other advisors that were separately retained by it), without prejudice to any rights and remedies otherwise available to any non-breaching Investor.