Common use of Expenses; Termination Fees Clause in Contracts

Expenses; Termination Fees. (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such expenses, whether or not the Merger is consummated; provided, however, that (i) Parent and the Company shall share equally all fees and expenses, other than attorneys' fees, incurred in connection with (A) the filing, printing and mailing of the Form S-4 Registration Statement and the Prospectus/Proxy Statement and any amendments or supplements thereto and (B) the filing by the parties hereto of the premerger notification and report forms relating to the Merger under the HSR Act and the filing of any notice or other document under any applicable foreign antitrust law or regulation; and (ii) if this Agreement is terminated by Parent or the Company pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(e) or if Section 4.3(a)(B) or Section 5.2(c) so requires, then the Company shall make a nonrefundable cash payment to Parent (in addition to any fee that may be payable pursuant to Section 8.3(b) or 8.3(c)), at the time specified in the next sentence or in Section 4.3(a)(B) or Section 5.2(c) as applicable, in an amount equal to the aggregate amount of all fees and expenses (including all attorneys' fees, accountants' fees, financial advisory fees and filing fees) that have been paid or that may become payable by or on behalf of Parent in connection with the preparation and negotiation of this Agreement and the Stock Option Agreement and otherwise in connection with the Merger in an aggregate amount not to exceed $2,000,000. In the case of termination of this Agreement by the Company pursuant to Section 8.1(d), the nonrefundable payment referred to in clause "(ii)" of the proviso to the first sentence of this Section 8.3(a) shall be made by the Company prior to such termination; and in the case of termination of this Agreement by Parent pursuant to Section 8.1(d) or 8.1(e), the nonrefundable payment referred to clause "(ii)" of the proviso to the first sentence of this Section 8.3(a) shall be made by the Company within two business days after such termination.

Expenses; Termination Fees. (a) Except as set forth in this Section 8.39.03, all fees and expenses incurred in connection with this Merger Agreement and the transactions contemplated by this Merger Agreement shall be paid by the party incurring such expenses, whether or not the Merger is consummated; providedPROVIDED, howeverHOWEVER, that that: (i) Parent Veeco and the Company shall share equally all fees and expenses, other than attorneys' fees, incurred in connection with (A) the filing, printing and mailing of the Form S-4 Registration Statement and the Prospectus/Joint Proxy Statement and any amendments or supplements thereto and (B) the filing by the parties hereto of the premerger notification and report forms relating to the Merger under the HSR Act and the filing of any notice or other document under any applicable foreign antitrust law or regulation; and (ii) if this Merger Agreement is terminated by Parent or the Company Veeco pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(e) or if Section 4.3(a)(B) or Section 5.2(c) so requires9.01(g), then the Company shall make a nonrefundable cash payment to Parent (in addition to any fee that may be payable pursuant to Section 8.3(b) or 8.3(c))Veeco, at the time specified in the next sentence or in Section 4.3(a)(B) or Section 5.2(c) as applicablesentence, in an amount equal to the aggregate amount of all fees and reasonable, documented, out-of-pocket expenses (including with respect to fees, all attorneys' fees, accountants' fees, financial advisory fees and filing fees) that have been paid or that may become payable by or on behalf of Parent Veeco in connection with the preparation and negotiation of this Agreement and the Stock Option Merger Agreement and otherwise in connection with the Merger; and (iii) if this Merger Agreement is terminated by the Company pursuant to Section 9.01(h), then Veeco shall make a nonrefundable cash payment to the Company, at the time specified in the last sentence of this Section 9.03(a), in an amount equal to the aggregate amount not of all fees and reasonable, documented, out-of-pocket expenses (including with respect to exceed $2,000,000fees, all attorneys' fees, accountants fees, financial advisory fees and filing fees) that have been paid or that may become payable by or on behalf of the Company in connection with the preparation and negotiation of this Merger Agreement and otherwise in connection with the Merger. In the case of termination of this Merger Agreement by the Company Veeco pursuant to Section 8.1(d9.01(g), the nonrefundable payment referred to in clause "(ii)" of the proviso to the first sentence of this Section 8.3(a) shall be made by the Company prior to such termination; and in the case of termination of this Agreement by Parent pursuant to Section 8.1(d) or 8.1(e), the nonrefundable payment referred to clause "(ii)" of the proviso to the first sentence of this Section 8.3(a9.03(a) shall be made by the Company within two business days after such termination. In the case of termination of this Merger Agreement by the Company pursuant to Section 9.01(h), the nonrefundable payment referred to in clause "(iii)" of the proviso to the first sentence of this Section 9.03(a) shall be paid by Veeco within two business days afer such termination.

Expenses; Termination Fees. (a) Except as set forth in this Section 8.37.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such expenses, whether or not the Merger is consummated; provided, however, that (i) Parent and the Company shall share equally all fees and expenses, other than attorneys' fees, incurred in connection with (A) the filing, printing and mailing of the Form S-4 Registration Statement and the Prospectus/Proxy Statement and any amendments or supplements thereto and (B) the filing by the parties hereto of the premerger notification and report forms relating to the Merger under the HSR Act and the filing of any notice or other document under any applicable foreign antitrust law or regulation; and (ii) if this Agreement is terminated by by: (i) Parent or the Company pursuant to Section 8.1(d7.1(c); or (ii) or by Parent either party pursuant to Section 8.1(e7.1(d) or and at the time of such termination all of the conditions set forth in Section 6.1 (other than Section 6.1(a)) and Section 6.3 (other than Section 6.3(c)) are satisfied as if the termination date were the Closing Date, then, in the case of each of clauses “(i)” and “(ii)” of this Section 4.3(a)(B) or Section 5.2(c) so requires7.3(a), then the Company shall make a nonrefundable cash payment reimburse each of Parent and Acquisition Sub and their affiliates for all documented out-of-pocket expenses and fees (including fees and expenses payable to Parent (in addition all banks, investment banking firms, other financial institutions and other persons and their respective agents and counsel, for arranging, committing to provide or providing any fee that may be payable pursuant to Section 8.3(b) financing for the Contemplated Transactions or 8.3(c)), at structuring the time specified in the next sentence or in Section 4.3(a)(B) or Section 5.2(c) as applicable, in an amount equal to the aggregate amount of Contemplated Transactions and all fees and expenses (including of counsel, accountants, experts and consultants to Parent and Acquisition Sub, all attorneys' fees, accountants' fees, financial advisory fees costs and filing fees) that have been paid or that may become payable by or on behalf expenses of Parent any xxxxxx entered into in connection with the preparation Contemplated Transactions, and negotiation all printing and advertising expenses) actually incurred or accrued by any of this Agreement and the Stock Option Agreement and otherwise them, or on their behalf, in connection with the Merger Contemplated Transactions, and actually incurred or accrued by banks, investment banking firms, other financial institutions and other persons and assumed by Parent or Acquisition Sub in an aggregate amount connection with the negotiation, preparation, execution and performance of this Agreement, and the structuring of the Contemplated Transactions (all the foregoing being referred to herein collectively as the “Expenses”); provided, however, that the Expenses shall not to exceed $2,000,00060,000,000 in the aggregate. In the case of termination of this Agreement by the Company pursuant to Section 8.1(d), the nonrefundable payment referred to in clause "(ii)" of the proviso to the first sentence of this Section 8.3(a) The Expenses shall be made paid by the Company prior to such termination; wire transfer of immediately available funds promptly (and in the case of termination of this Agreement by Parent pursuant to Section 8.1(d) or 8.1(e), the nonrefundable payment referred to clause "(ii)" of the proviso to the first sentence of this Section 8.3(a) shall be made by the Company any event within two business days after such terminationBusiness Days) following submission of statements therefor.

Expenses; Termination Fees. (a) Except as set forth in this Section 8.39.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement Transaction Expenses shall be paid by the party Party incurring such expenses, whether or not the Merger is consummated; provided, however, that . (ib) Parent and If this Agreement is terminated by the Company pursuant to Section 9.1(f) or Section 9.1(h), then Parent shall share equally reimburse the Company for all reasonable out of pocket fees and expenses, other than attorneys' fees, expenses incurred by the Company in connection with (A) the filing, printing and mailing of the Form S-4 Registration Statement this Agreement and the Prospectus/Proxy Statement Contemplated Transactions, up to a maximum of $500,000 (the “Company Termination Fee”), in each case, by wire transfer of same day funds within three (3) Business Days following the date on which the Company submits to Parent true and any amendments or supplements thereto and correct copies of reasonable documentation supporting such expenses. (Bc) the filing by the parties hereto of the premerger notification and report forms relating to the Merger under the HSR Act and the filing of any notice or other document under any applicable foreign antitrust law or regulation; and (ii) if If this Agreement is terminated by Parent or the Company pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(e) or if Section 4.3(a)(B9.1(g) or Section 5.2(c) so requires9.1(i), then the Company shall make a nonrefundable cash payment to reimburse Parent (in addition to any fee that may be payable pursuant to Section 8.3(b) or 8.3(c)), at the time specified in the next sentence or in Section 4.3(a)(B) or Section 5.2(c) as applicable, in an amount equal to the aggregate amount for all reasonable out of all pocket fees and expenses (including all attorneys' fees, accountants' fees, financial advisory fees and filing fees) that have been paid or that may become payable incurred by or on behalf of Parent in connection with the preparation and negotiation of this Agreement and the Stock Option Agreement Contemplated Transactions, up to a maximum of $500,000 (the “Parent Termination Fee”), in each case, by wire transfer of same day funds within three (3) Business Days following the date on which Parent submits to the Company true and otherwise correct copies of reasonable documentation supporting such expenses. (d) The Parties agree that, (i) subject to Section 9.2, payment of the Company Termination Fee shall, in the circumstances in which it is owed in accordance with the terms of this Agreement, constitute the sole and exclusive remedy of the Company following the termination of this Agreement, it being understood that in no event shall Parent be required to pay the Company Termination Fee on more than one occasion and (ii) following payment of the Company Termination Fee (x) Parent shall have no further liability to the Company in connection with the Merger in an aggregate amount not to exceed $2,000,000. In the case of termination or arising out of this Agreement by or the Company pursuant to Section 8.1(d)termination thereof, the nonrefundable payment referred to in clause "(ii)" of the proviso to the first sentence of this Section 8.3(a) shall be made by the Company prior to such termination; and in the case of termination any breach of this Agreement by Parent pursuant giving rise to Section 8.1(d) such termination, or 8.1(e), the nonrefundable payment referred to clause "(ii)" failure of the proviso Contemplated Transactions to be consummated, (y) neither the first sentence Company nor any of its Affiliates shall be entitled to bring or maintain any other claim, action or proceeding against Parent or Merger Sub or seek to obtain any recovery, judgment or damages of any kind against such Parties (or any partner, member, stockholder, director, officer, employee, Subsidiary, Affiliate, agent or other Representative of such Parties) in connection with or arising out of this Section 8.3(aAgreement or the termination thereof, any breach by any such Parties giving rise to such termination or the failure of the Contemplated Transactions to be consummated and (z) the Company and its Affiliates shall be made precluded from any other remedy against Parent, Merger Sub and their respective Affiliates, at law or in equity or otherwise, in connection with or arising out of this Agreement or the termination thereof, any breach by such Party giving rise to such termination or the Company within two business days after such termination.failure

Expenses; Termination Fees. (a) Except as set forth in this Section 8.3otherwise provided herein, all fees and expenses incurred in connection with this Agreement and the transactions contemplated by a party pursuant to this Agreement shall be paid borne by the party incurring such fees and expenses, whether or not the Merger is consummated; provided, however, that however if (i) this Agreement is terminated by Parent pursuant to Section 9.1(d) or Section 9.1(e) or by the Company pursuant to Section 9.1(d) and (ii) solely in connection with termination of this Agreement pursuant to Section 9.1(d), at or prior to the Company General Meeting an Acquisition Proposal (which for this purpose only, (x) each reference to “85%” and “15%” appearing in the definition of an “Acquisition Transaction,” shall be “50%” and (y) a tender offer or exchange offer relating to 50% or more of the outstanding Company Shares shall be deemed an Acquisition Proposal) shall have been disclosed, announced, commenced, submitted or made, then the Company shall share equally make a nonrefundable cash payment to Parent, within ten Business Days after such termination, to compensate Parent for all out of pocket expenses and fees in connection with the preparation and negotiation of this Agreement and otherwise in connection with the Merger (including fees and expenses payable to all banks, investment banking firms, other financial institutions and other persons and their respective agents and counsel, for arranging, committing to provide or providing any financing for the Merger or structuring the Merger and all fees and expenses of counsel, accountants, experts and consultants to Parent and Merger Sub, and all printing and advertising expenses) in the sum which is the higher of (i) US$3,000,000, other than attorneys' feesplus VAT, if applicable, or (ii) such amount actually incurred in connection by or on behalf of Parent, up to US$4,000,000, plus VAT, if applicable. It being understood and agreed that any fees and expenses associated with (A) the filingprinting, printing filing and mailing of the Form S-4 Registration Statement and the Prospectus/Proxy Statement and any amendments or supplements thereto and (B) the filing solicitation of the Required Company Shareholder Vote shall be borne by the parties hereto Company. Each of Parent and the Company shall pay 50% of all of the premerger notification and report forms relating to the Merger under the HSR Act and administrative filing fees paid in connection with the filing of any notice or other document under any applicable foreign Israeli or other non-Israeli antitrust law or regulation; and (ii) if this Agreement is terminated by Parent regulation or the Company pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(e) or if Section 4.3(a)(B) or Section 5.2(c) so requires, then the Company shall make a nonrefundable cash payment to Parent (in addition to any fee that may be payable pursuant to Section 8.3(b) or 8.3(c)), at the time specified in the next sentence or in Section 4.3(a)(B) or Section 5.2(c) as applicable, in an amount equal to the aggregate amount of all fees and expenses (including all attorneys' fees, accountants' fees, financial advisory fees and filing fees) that have been paid or that may become payable by or on behalf of Parent in connection with the preparation and negotiation of this Agreement and the Stock Option Agreement and otherwise in connection with the Merger in an aggregate amount not to exceed $2,000,000. In the case of termination of this Agreement by the Company pursuant to Section 8.1(d), the nonrefundable payment referred to in clause "(ii)" of the proviso to the first sentence of this Section 8.3(a) shall be made by the Company prior to such termination; and in the case of termination of this Agreement by Parent pursuant to Section 8.1(d) or 8.1(e), the nonrefundable payment referred to clause "(ii)" of the proviso to the first sentence of this Section 8.3(a) shall be made by the Company within two business days after such terminationother Governmental Body.

Expenses; Termination Fees. (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such expenses, whether or not the Merger is consummated; providedPROVIDED, howeverHOWEVER, that that: (i) Parent and the Company shall share equally all fees and expenses, other than attorneys' fees, incurred in connection with (A) the filing, printing and mailing of the Form S-4 Registration Statement and the Prospectus/Joint Proxy Statement and any amendments or supplements thereto and (B) the filing by the parties hereto of the premerger notification and report forms relating to the Merger under the HSR Act and the filing of any notice or other document under any applicable foreign antitrust law or regulation; and (ii) if this Agreement is terminated by Parent or the Company pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(e) or if Section 4.3(a)(B) or Section 5.2(c) so requires), then then, at the time specified in the next sentence, the Company shall make a nonrefundable cash payment to Parent (in addition to any fee other amount that may be payable pursuant to Section 8.3(b) or 8.3(c)), at the time specified in the next sentence or in Section 4.3(a)(Botherwise) or Section 5.2(c) as applicable, in an amount equal to the aggregate amount of all fees and expenses (including all reasonable attorneys' fees, accountants' fees, financial advisory fees and filing feesfees up to a maximum of $2,000,000) that have been paid or that may become payable by or on behalf of Parent in connection with the preparation and negotiation of this Agreement and the Stock Option Agreement and otherwise in connection with the Merger Merger; and (iii) if this Agreement is terminated by Parent or the Company pursuant to Section 8.1(e), then, at the time specified in the last sentence of this Section 8.3(a), Parent shall make a nonrefundable cash payment to the Company in an amount equal to the aggregate amount not of all fees and expenses (including all reasonable attorneys' fees, accountants fees, financial advisory fees and filing fees up to exceed a maximum of $2,000,000) that have been paid or that may become payable by or on behalf of the Company in connection with the preparation and negotiation of this Agreement and the Stock Option Agreement and otherwise in connection with the Merger. In the case of termination of this Agreement by the Company pursuant to Section 8.1(d), the nonrefundable payment referred to in clause "(ii)" of the proviso to the first sentence of this Section 8.3(a) shall be made by the Company prior to such termination; and in the case of termination of this Agreement by Parent pursuant to Section 8.1(d) or 8.1(e), the nonrefundable payment referred to in clause "(ii)" of the proviso to the first sentence of this Section 8.3(a) shall be made by the Company within two business days after such termination. In the case of termination of this Agreement by Parent pursuant to Section 8.1(e), the nonrefundable payment referred to in clause "(iii)" of the proviso to the first sentence of this Section 8.3(a) shall be made by Parent prior to such termination; and in the case of termination of this Agreement by the Company pursuant to Section 8.1(e), the nonrefundable payment referred to in clause "(iii)" of the proviso to the first sentence of this Section 8.3(a) shall be paid by Parent within two business days after such termination.

Expenses; Termination Fees. (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such expenses, whether or not the Merger is consummated; provided, however, that (i) Parent and the Company shall share equally all fees and expenses, other than attorneys' fees, incurred in connection with (A) the filing, printing and mailing of the Form S-4 Registration Statement and the Prospectus/Proxy Statement and any amendments or supplements thereto and thereto. If (Bi) the filing by the parties hereto of the premerger notification and report forms relating to the Merger under the HSR Act and the filing of any notice or other document under any applicable foreign antitrust law or regulation; and (ii) if this Agreement is terminated by Parent or the Company pursuant to Section 8.1(b) or Section 8.1(d) and at or prior to the time of the termination of this Agreement an Acquisition Proposal shall have been disclosed, announced, commenced, submitted or made, or (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e) or if Section 4.3(a)(B) or Section 5.2(c) so requires), then the Company shall make a nonrefundable pay to Parent, in cash payment to Parent (in addition to any fee that may be payable pursuant to Section 8.3(b) or 8.3(c)), at the time specified in the next sentence or (and in addition to the amounts payable pursuant to Section 4.3(a)(B) or Section 5.2(c) as applicable8.3(a)), a nonrefundable fee in an the amount equal to $3,600,000. The fee referred to in the aggregate preceding sentence shall be paid by the Company no later than 60 calendar days after the date of termination of this Agreement. If the Company fails to pay when due any amount of payable under this Section 8.3, then (i) the Company shall reimburse Parent for all fees costs and expenses (including all attorneys' fees, accountants' fees, financial advisory fees and filing feesdisbursements of counsel) that have been paid or that may become payable by or on behalf of Parent incurred in connection with the preparation and negotiation collection of this Agreement such overdue amount and the Stock Option Agreement enforcement by Parent of its rights under this Section 8.3, and otherwise in connection with the Merger in an aggregate amount not to exceed $2,000,000. In the case of termination of this Agreement by (ii) the Company pursuant shall pay to Section 8.1(d), Parent interest on such overdue amount (for the nonrefundable payment referred to in clause "(ii)" period commencing as of the proviso date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid to Parent in full) at a rate per annum equal to the first sentence "prime rate" (as announced by Bank of this Section 8.3(aAmerica or any successor thereto) shall in effect on the date such overdue amount was originally required to be made by the Company prior to such termination; and in the case of termination of this Agreement by Parent pursuant to Section 8.1(d) or 8.1(e), the nonrefundable payment referred to clause "(ii)" of the proviso to the first sentence of this Section 8.3(a) shall be made by the Company within two business days after such terminationpaid.

Expenses; Termination Fees. (a) Except as set forth in this Section 8.310.3, all fees costs and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement Contemplated Transactions (including, without limitation, the fees, costs and expenses of its advisers, accountants and legal counsel) shall be paid by the party Party incurring such expenses, whether or not the Merger is Contemplated Transactions are consummated; provided, however, provided however that (i) Parent and the Company shall share equally all fees and expenses, other than attorneys' fees, incurred in connection with (A) the filing, printing and mailing of the Form S-4 Registration Statement and the Prospectus/Proxy Statement and any amendments or supplements thereto and (B) the filing by the parties hereto of the premerger notification and report forms relating to the Merger under the HSR Act and the filing of any notice or other document under any applicable foreign antitrust law or regulation; and (ii) if this Agreement is terminated by Parent or the Company pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(e) or if Section 4.3(a)(B) or Section 5.2(c) so requires, then the Company shall make a nonrefundable cash payment to Parent (in addition to any fee that may be payable pursuant to Section 8.3(b) or 8.3(c)), at the time specified in the next sentence or in Section 4.3(a)(B) or Section 5.2(c) as applicablePurchaser, in an amount equal to the aggregate amount of all fees and expenses (including all attorneys' fees, accountants' fees, financial advisory fees and filing fees) that have been paid or that may become payable by or on behalf of Parent the Purchaser in connection with the preparation and negotiation of this Agreement Agreement, the Contemplated Transactions, and the Stock Option Transaction Agreements (the “Expense Reimbursement”) if this Agreement is terminated by the Purchaser in accordance with either Section 10.1(a) or by either the Company or the Purchaser pursuant to Section 10.1(b)(iii) hereof. Any Expense Reimbursement required under this Section 10.3(a) shall be paid by the Company by wire transfer of immediately available funds to such account as the Purchaser may designate within ten (10) Business Days after such termination by the Purchaser. Notwithstanding the foregoing, in no event shall the Company be obligated to make any Expense Reimbursements in excess of $500,000 in the aggregate under this Section 10.3(a); and otherwise provided further that, in connection with no event shall the Merger in an aggregate amount not Company be required to exceed $2,000,000. In the case of make any Expense Reimbursements under this Section 10.3(a) following any termination of this Agreement by the Company pursuant to Section 8.1(d), 10.1(b)(iii) hereof if on or before the nonrefundable payment referred to in clause "(ii)" date of the proviso to Company Stockholders Meeting Parent shall not have received the first sentence of this Section 8.3(a) Chinese Government Approvals or any such Chinese Government Approvals shall be made by the Company prior to such termination; and in the case of termination of this Agreement by Parent pursuant to Section 8.1(d) or 8.1(e), the nonrefundable payment referred to clause "(ii)" of the proviso to the first sentence of this Section 8.3(a) shall be made by the Company within two business days after such terminationhave been denied.

Expenses; Termination Fees. (a) Except as set forth in this Section 8.39.03, all fees and expenses incurred in connection with this Merger Agreement and the transactions contemplated by this Merger Agreement shall be paid by the party incurring such expenses, whether or not the Merger is consummated; provided, however, provided however that (i) Parent and the Company shall share equally all fees and expenses, other than attorneys' fees, incurred in connection with (A) the filing, printing and mailing of the Form S-4 Registration Statement and the Prospectus/Proxy Statement and any amendments or supplements thereto and (B) the filing by the parties hereto of the premerger notification and report forms relating to the Merger under the HSR Act and the filing of any notice or other document under any applicable foreign antitrust law or regulation; and (ii) if this Merger Agreement is terminated by Parent or the Company IPC pursuant to Section 8.1(d9.01(e) as a result of an intentional act or omission by Parent pursuant to Section 8.1(e) or if Section 4.3(a)(B) or Section 5.2(c) so requiresthe Company, then the Company shall make a nonrefundable cash payment to Parent (in addition to any fee that may be payable pursuant to Section 8.3(b) or 8.3(c))IPC, at the time specified in the next sentence or in Section 4.3(a)(B) or Section 5.2(c) as applicablesentence, in an amount equal to the aggregate amount of all fees and reasonable, documented, out-of-pocket expenses (including with respect to fees, all attorneys' fees, accountants' fees and filing fees) that have been paid or that may become payable by or on behalf of IPC in connection with the preparation and negotiation of this Merger Agreement and otherwise in connection with the Merger; and (ii) if this Merger Agreement is terminated by the Company pursuant to Section 9.01(f), then IPC shall make a nonrefundable cash payment to the Company, at the time specified in the last sentence of this Section 9.03, in an amount equal to the aggregate amount of all fees and reasonable, documented, out-of-pocket expenses (including with respect to fees, all attorneys' fees, accountants fees, financial advisory fees and filing fees) that have been paid or that may become payable by or on behalf of Parent the Company in connection with the preparation and negotiation of this Agreement and the Stock Option Merger Agreement and otherwise in connection with the Merger in an aggregate amount not to exceed $2,000,000Merger. In the case of termination of this Merger Agreement by IPC pursuant to Section 9.01(e), the nonrefundable payment referred to in clause "(i)" of the proviso to the first sentence of this Section 9.03 shall be made by the Company within two business days after such termination. In the case of termination of this Merger Agreement by the Company pursuant to Section 8.1(d9.01(f), the nonrefundable payment referred to in clause "(ii)" of the proviso to the first sentence of this Section 8.3(a) 9.03 shall be made paid by the Company prior to such termination; and in the case of termination of this Agreement by Parent pursuant to Section 8.1(d) or 8.1(e), the nonrefundable payment referred to clause "(ii)" of the proviso to the first sentence of this Section 8.3(a) shall be made by the Company IPC within two business days after afer such termination.

Expenses; Termination Fees. (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such fees and expenses, whether or not the Merger is consummated; provided, however, that (i) Parent and the Company shall share equally all fees and expenses, other than attorneys' fees, incurred in connection with (Ai) the filing, printing and mailing of the Form S-4 Registration Statement and the Prospectus/Proxy Statement and any amendments or supplements thereto and (Bii) the filing by the parties hereto of the premerger notification and report forms relating to the Merger under the HSR Act and the filing of any notice or other document under any applicable foreign antitrust law or regulation; and . If this Agreement is terminated by Parent pursuant to Section 8.1(e), then the Company shall pay to Parent, in cash, within seven business days after such termination, a nonrefundable fee in the amount of $54,000,000. If (iii) if this Agreement is terminated by Parent or the Company pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(e) or if Section 4.3(a)(B) or Section 5.2(c) so requires, then the Company shall make a nonrefundable cash payment to Parent (in addition to any fee that may be payable pursuant to Section 8.3(b) or 8.3(c)), (ii) at or prior to the time specified in the next sentence or in Section 4.3(a)(B) or Section 5.2(c) as applicable, in of such termination an amount equal to the aggregate amount of all fees and expenses (including all attorneys' fees, accountants' fees, financial advisory fees and filing fees) that Acquisition Proposal shall have been paid disclosed, announced, commenced, submitted or that may become payable by or on behalf of Parent in connection with the preparation made, and negotiation of this Agreement and the Stock Option Agreement and otherwise in connection with the Merger in an aggregate amount not to exceed $2,000,000. In the case of termination of this Agreement by the Company pursuant to Section 8.1(d), the nonrefundable payment referred to in clause "(ii)" of the proviso to the first sentence of this Section 8.3(aiii) shall be made by the Company prior to such termination; and in the case of termination of this Agreement by Parent pursuant to Section 8.1(d) or 8.1(e), the nonrefundable payment referred to clause "(ii)" of the proviso to the first sentence of this Section 8.3(a) shall be made by the Company within two business 270 days after such termination, an Acquisition Transaction is consummated or any of the Acquired Corporations enters into a Contract contemplating an Acquisition Transaction, the Company shall pay to Parent, in cash, at or prior to the consummation of such Acquisition Transaction or the entering into of such Contract, whichever is earlier, a nonrefundable fee in the amount of $54,000,000 (it being understood that, solely for purposes of this Section 8.3(c), all references to "15%" in the definition of "Acquisition Transaction" shall be deemed to refer instead to "35%").

Expenses; Termination Fees. (a) Except as set forth in this Section 8.3otherwise provided herein, all fees and expenses incurred in connection with this Agreement and the transactions contemplated by a party pursuant to this Agreement shall be paid borne by the party incurring such fees and expenses, whether or not the Merger is consummated; provided, however, that however if (i) this Agreement is terminated by Parent pursuant to Section ‎9.1‎(d) or Section ‎9.1(e) or by the Company pursuant to Section ‎9.1‎(d) and (ii) solely in connection with termination of this Agreement pursuant to Section 9.1(d), at or prior to the Company General Meeting an Acquisition Proposal (which for this purpose only, (x) each reference to “85%” and “15%” appearing in the definition of an “Acquisition Transaction,” shall be “50%” and (y) a tender offer or exchange offer relating to 50% or more of the outstanding Company Shares shall be deemed an Acquisition Proposal) shall have been disclosed, announced, commenced, submitted or made, then the Company shall share equally make a nonrefundable cash payment to Parent, within ten Business Days after such termination, to compensate Parent for all out of pocket expenses and fees in connection with the preparation and negotiation of this Agreement and otherwise in connection with the Merger (including fees and expenses payable to all banks, investment banking firms, other financial institutions and other persons and their respective agents and counsel, for arranging, committing to provide or providing any financing for the Merger or structuring the Merger and all fees and expenses of counsel, accountants, experts and consultants to Parent and Merger Sub, and all printing and advertising expenses) in the sum which is the higher of (i) US$3,000,000, other than attorneys' feesplus VAT, if applicable, or (ii) such amount actually incurred in connection by or on behalf of Parent, up to US$4,000,000, plus VAT, if applicable. It being understood and agreed that any fees and expenses associated with (A) the filingprinting, printing filing and mailing of the Form S-4 Registration Statement and the Prospectus/Proxy Statement and any amendments or supplements thereto and (B) the filing solicitation of the Required Company Shareholder Vote shall be borne by the parties hereto Company. Each of Parent and the Company shall pay 50% of all of the premerger notification and report forms relating to the Merger under the HSR Act and administrative filing fees paid in connection with the filing of any notice or other document under any applicable foreign Israeli or other non-Israeli antitrust law or regulation; and (ii) if this Agreement is terminated by Parent regulation or the Company pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(e) or if Section 4.3(a)(B) or Section 5.2(c) so requires, then the Company shall make a nonrefundable cash payment to Parent (in addition to any fee that may be payable pursuant to Section 8.3(b) or 8.3(c)), at the time specified in the next sentence or in Section 4.3(a)(B) or Section 5.2(c) as applicable, in an amount equal to the aggregate amount of all fees and expenses (including all attorneys' fees, accountants' fees, financial advisory fees and filing fees) that have been paid or that may become payable by or on behalf of Parent in connection with the preparation and negotiation of this Agreement and the Stock Option Agreement and otherwise in connection with the Merger in an aggregate amount not to exceed $2,000,000. In the case of termination of this Agreement by the Company pursuant to Section 8.1(d), the nonrefundable payment referred to in clause "(ii)" of the proviso to the first sentence of this Section 8.3(a) shall be made by the Company prior to such termination; and in the case of termination of this Agreement by Parent pursuant to Section 8.1(d) or 8.1(e), the nonrefundable payment referred to clause "(ii)" of the proviso to the first sentence of this Section 8.3(a) shall be made by the Company within two business days after such terminationother Governmental Body.