Expenses Following Termination. (a) Except as set forth in this Section 7.5, all Expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid in accordance with the provisions of Section 5.18. For purposes of this Agreement, "
Expenses Following Termination. Upon a termination occurring pursuant to Section 8.1, each party hereto shall be responsible for and pay its own fees and expenses, including the fees of any professional service providers incurred in connection with the Subject Transactions.
Expenses Following Termination. If the sale of Debentures provided for herein is not consummated because of any refusal, inability or failure on the part of the Company to comply with any of the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform all its obligations under this Agreement, the Company shall not be liable to the Underwriter for damages arising out of the transactions covered by this Agreement, provided however that (i) the Company shall remain liable to the extent provided in Paragraphs 4.(k), 6.(a) and 6.(d) hereof and (ii) except where termination occurs pursuant to Section 8 hereof, the Company shall pay the out-of-pocket expenses incurred by the Underwriter in contemplation of the performance by it of its obligations hereunder, including the fees and disbursements of its counsel and travel, postage, telegraph and telephone expenses, up to a maximum amount of $40,000.
Expenses Following Termination. If the sale of Debentures provided for ------------------------------ herein is not consummated because of any refusal, inability or failure on the part of the Company to comply with any of the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform all its obligations under this Agreement, the Company shall not be liable to the Underwriter for damages arising out of the transactions covered by this Agreement, provided however that (i) the Company shall remain liable to the extent provided in paragraphs 4(k), 6(a) and 6(d) hereof and (ii) except where termination occurs pursuant to Section 8 hereof, the Company shall pay the out-of-pocket expenses incurred by the Underwriter in contemplation of the performance by it of its obligations hereunder, including the fees and disbursements of its counsel and travel, postage, telegraph and telephone expenses, up to a maximum amount of $60,000.
Expenses Following Termination. (a) Except as set forth in this Section 7.5, all Expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid in accordance with the provisions of Section 5.13. For purposes of this Agreement, "Expenses" consist of all -------- out-of-pocket expenses (including all fees, commitment fees and expenses of counsel, accountants, commercial and investment bankers, lenders, experts and consultants to a party hereto and its affiliates) incurred by a party or on its behalf to the extent directly related to the authorization, preparation, negotiation, execution and performance of this Agreement, the preparation, printing, filing and mailing of the Proxy Statement, the solicitation of stockholder approvals and all other matters related to the closing of the transactions contemplated hereby up to a maximum of $1,000,000.
Expenses Following Termination. Upon a termination occurring pursuant to Section 8.1 (other than pursuant to Sections 8.1((c) or (e)), the Company will reimburse Parent for all unpaid Parent Professional Fees incurred pursuant to Section 6.2.
Expenses Following Termination. If the sale of Shares and Debentures provided for herein are not consummated because of any refusal, inability or failure on the part of the Company to comply with any of the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform all its obligations under this Agreement, the Company shall not be liable to the Underwriters for damages arising out of the transactions covered by this Agreement, provided however that (i) the Company shall remain liable to the extent provided in Paragraphs , and hereof and (ii) except where termination occurs pursuant to Section 9 hereof, the Company shall pay the out-of-pocket expenses incurred by the Underwriters in contemplation of the performance by them of their obligations hereunder, including the fees and disbursements of their counsel and their travel, postage, telegraph and telephone expenses.
Expenses Following Termination. If the sale of Stock provided ------------------------------ for herein is not consummated because of any refusal, inability or failure on the part of the Company to comply with any of the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform all its obligations under this Agreement, the Company shall not be liable to the Underwriters for damages arising out of the transactions covered by this Agreement, provided however that (i) the Company shall remain liable to the extent provided in paragraph 6(m) and section 8 hereof, and (ii) the Company shall pay the out-of-pocket expenses incurred by the Underwriters in contemplation of the performance by it of its obligations hereunder, including the fees and disbursements of its counsel and travel, postage, telegraph and telephone expenses, up to a maximum amount of $60,000.
Expenses Following Termination. (a) Except as set forth in this Section 7.5, all Expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid in accordance with the provisions of Section 5.18. For purposes of this Agreement, "EXPENSES" consist of all reasonable out-of-pocket expenses (including, all reasonable fees and expenses of counsel, accountants, investment bankers, experts and consultants to a party hereto and its affiliates) incurred by a party or on its behalf in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement, the preparation, printing, filing and mailing of the Proxy Statement and/or the Proxy Materials (as the case may be), the solicitation of stockholder approvals and all other matters related to the closing of the transactions contemplated hereby. (b) The Company agrees that, if (i) the Company shall terminate this Agreement pursuant to Section 7.1(g) or (ii) the Parent or the Company shall terminate this Agreement pursuant to Section 7.1(d) due to the failure to obtain the approval of the Company's stockholders at the Company Stockholders' Meeting, the Company shall pay to Parent (x) within 5 business days after receipt of evidence of Parent's documented expenses following such termination if pursuant to Section 7.1(g), or on the date specified in the sentence before the penultimate sentence of this Section 7.5(b) if pursuant to Section 7.1(d), an amount equal to Parent's documented Expenses in connection with this Agreement and the transactions contemplated hereby and (y) concurrently with such termination, if pursuant to Section 7.1(g), or on the date specified in the sentence before the penultimate sentence of this Section 7.5(b) if pursuant to Section 7.1(d), a termination fee in the amount of $12 million (collectively, such Expenses and such fee, the Termination Amount"); provided, however, that the Company shall not be obligated to pay such Termination Amount to the Parent if this Agreement is terminated pursuant to Section 7.1(d) unless (i) at the time of the Company Stockholders Meeting in the case of termination pursuant to Section 7.1(d), the Company has received a bona fide alternative Acquisition Proposal from a third party or a third party has made or publicly announced its intention to make a bona fide Acquisition Proposal, in each case which has not been withdrawn prior to the Company Stockholders' Meeting, and (ii) within twelve months after ...
Expenses Following Termination. 53 SECTION 7.7 AMENDMENT...............................................54 SECTION 7.8 EXTENSION; WAIVER.......................................54 SECTION 7.9 PROCEDURE FOR TERMINATION, AMENDMENT, EXTENSION OR WAIVER...............................................55
