Common use of Expenses and Termination Fees Clause in Contracts

Expenses and Termination Fees. (a) Subject to Sections 7.3(b), 7.3(c) and 7.3(d), whether or not the Closing is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, the fees and expenses of its advisers, accountants and legal counsel) shall be paid by the party incurring such expense; provided, however, that any out-of-pocket expenses incurred by Target in excess of $150,000 for fees and expenses related to the transactions contemplated hereby, including, without limitation, fees and expenses of legal counsel and financial advisors and accountants, if any, shall be borne by the Sellers. If Acquiror or Target receives any invoices for amounts in excess of said amounts, it may, with Acquiror's written approval, pay such fees; provided, however, that such payment shall, if not promptly reimbursed by the Sellers at Acquiror's request, constitute "Damages" recoverable under the Escrow Agreement and such Damages shall not be subject to the Escrow Basket (as defined below).

Expenses and Termination Fees. (a) Subject to Sections 7.3(b), 7.3(c) and 7.3(d), whether Whether or not the Closing Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, the fees and expenses of its advisers, accountants and legal counsel) shall be paid by the party incurring such expense; provided, however, that in the event that the Merger is consummated, any out-of-pocket expenses incurred by Target (whether on behalf of Target or a Target Stockholder) in excess of $150,000 175,000 in the aggregate for fees and expenses related to the transactions contemplated herebyof legal counsel plus any other expenses, including, without limitation, fees and expenses of legal counsel and financial advisors and accountants, if any, shall be borne by remain an obligation of the SellersTarget Stockholders. If Acquiror or Target the Surviving Corporation receives any invoices for amounts in excess of said amounts, it may, with Acquiror's written approval, pay such fees; provided, however, that such payment shall, if not promptly reimbursed by the Sellers Target Stockholders at Acquiror's request, constitute "DamagesDAMAGES" recoverable under the Escrow Agreement and such Damages shall not be subject to the Escrow Basket (as defined below)Basket.

Expenses and Termination Fees. (a) Subject to Sections 7.3(b), 7.3(cparagraphs (b) and 7.3(d)(c) below, whether or not the Closing Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, the fees and expenses of its advisers, accountants and legal counsel) shall be paid by the party incurring such expense; provided, however, that any out-of-pocket if the Merger is consummated, Acquiror shall pay all Target Merger Expenses pursuant to Section 1.6(a). Any such costs and expenses incurred by Target in excess of $150,000 prior to, at or after the Closing and not presented to Acquiror for fees and expenses related payment at or prior to the transactions contemplated hereby, including, without limitation, fees and expenses Closing shall remain an obligation of legal counsel and financial advisors and accountants, if any, shall be borne by the SellersFormer Target Stockholders. If Acquiror or Target receives any invoices for amounts in excess of said amountscosts and expenses after the Closing, it may, with Acquiror's written approval, pay such feesexpenses; provided, however, that such payment shall, if not promptly reimbursed by the Sellers Former Target Stockholders at Acquiror's request, constitute "Damages" recoverable under 47 53 the Escrow Agreement and such Damages shall not be subject to the Escrow Basket (as defined belowin Section 8.4).

Expenses and Termination Fees. (a) Subject to Sections 7.3(b), 7.3(c) and 7.3(d7.3(c), whether or not the Closing Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, the fees and expenses of its advisers, accountants and legal counsel) shall be paid by the party incurring such expense; provided, however, that the Dollar Purchase Price shall be reduced by the amount of any out-of-pocket expenses incurred by Target in excess of $150,000 300,000 for fees and expenses related to the transactions contemplated hereby, including, without limitation, fees and expenses of legal counsel and accounting and financial advisors advisors, and accountantsany such excess fees not covered by a reduction in the Dollar Purchase Price, if any, shall be borne by the Sellersremain an obligation of Target's shareholders. If Acquiror or Target receives any invoices for amounts in excess of said amounts, it may, with Acquiror's written approval, pay such fees; provided, however, that such payment shall, if not promptly reimbursed by the Sellers Target shareholders at Acquiror's request, constitute "Damages" recoverable under the Escrow Agreement and such Damages shall not be subject to the Escrow Basket (as defined below)Basket.

Expenses and Termination Fees. (a) Subject to Sections 7.3(b), 7.3(cparagraphs (b) and 7.3(d)(c) below, whether or not the Closing Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, the fees and expenses of its advisers, accountants and legal counsel) shall be paid by the party incurring such expense; provided, however, that any out-of-pocket if the Merger is consummated, Acquiror shall pay all Target Merger Expenses pursuant to Section 1.6(a). Any such costs and expenses incurred by Target in excess of $150,000 prior to, at or after the Closing and not presented to Acquiror for fees and expenses related payment at or prior to the transactions contemplated hereby, including, without limitation, fees and expenses Closing shall remain an obligation of legal counsel and financial advisors and accountants, if any, shall be borne by the SellersFormer Target Stockholders. If Acquiror or Target receives any invoices for amounts in excess of said amountscosts and expenses after the Closing, it may, with Acquiror's written approval, pay such feesexpenses; provided, however, that such payment shall, if not promptly reimbursed by the Sellers Former Target Stockholders at Acquiror's request, constitute "Damages" recoverable under the Escrow Agreement and such Damages shall not be subject to the Escrow Basket (as defined below).under