Common use of Expense Sharing Clause in Contracts

Expense Sharing. 1.9.1 In the event the Merger is consummated, Parent or the Surviving Company will bear all out-of-pocket expenses incurred by Parent, Merger Sub and jointly by all the Investors, including, without limitation, (i) the reasonable and documented fees, expenses and disbursements of lawyers, accountants, financial advisors, consultants and other advisors that have been retained by Parent, Merger Sub or jointly by all the Investors (including, for the avoidance of doubt, Xxxxxxxx & Xxxxx International LLP, Xxxxxxx Xxxx & Xxxxxxx, CITIC Securities Co., Ltd and any advisor of an Investor whose appointment and expenses are agreed to in writing in advance by all the Investors), and (ii) any fees related to the Merger incurred by Parent and Merger Sub (all such fees and expenses, in the aggregate, the “Consortium Costs”). For the avoidance of doubt, the Consortium Costs shall include indemnities actually paid or payable to the lawyers, accountants, consultants, financial advisors, and other advisors who have been engaged by Parent, Merger Sub or jointly by all the Investors with respect to the Merger; provided that, unless and only to the extent otherwise approved by all the Investors in advance, Consortium Costs shall not include, and each Investor shall be responsible for, any costs and expenses incurred by such individual Investor in connection with the Transaction, including without limitation, the reasonable and documented fees, expenses and disbursements of lawyers, accountants, financial advisors, consultants and other advisors that may have been separately retained by such Investor.

Expense Sharing. 1.9.1 In the event the Merger is consummated, Parent or the Surviving Company will bear all out-of-pocket expenses incurred by Parent, Merger Sub and jointly by all the Investors, including, without limitation, (i) the reasonable and documented fees, expenses and disbursements of lawyers, accountants, financial advisors, consultants and other advisors that have been retained by Parent, Merger Sub or jointly by all the Investors (including, for the avoidance of doubt, Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx International LLP, Xxxxxxx Xxxx Cxxxxxx Dxxx & XxxxxxxPxxxxxx, CITIC Securities Co., Ltd and any advisor of an Investor whose appointment and expenses are agreed to in writing in advance by all the Investors), and (ii) any fees related to the Merger incurred by Parent and Merger Sub (all such fees and expenses, in the aggregate, the “Consortium Costs”). For the avoidance of doubt, the Consortium Costs shall include indemnities actually paid or payable to the lawyers, accountants, consultants, financial advisors, and other advisors who have been engaged by Parent, Merger Sub or jointly by all the Investors with respect to the Merger; provided that, unless and only to the extent otherwise approved by all the Investors in advance, Consortium Costs shall not include, and each Investor shall be responsible for, any costs and expenses incurred by such individual Investor in connection with the Transaction, including without limitation, the reasonable and documented fees, expenses and disbursements of lawyers, accountants, financial advisors, consultants and other advisors that may have been separately retained by such Investor.