Fees and Expenses; Termination Fees. (a) Except as set forth in this Section 9.3, each party to this Agreement shall bear and pay all fees, costs and expenses (including legal fees and accounting fees) that have been incurred or that are incurred in the future by such party in connection with the transactions contemplated by this Agreement, including all fees, costs and expenses incurred by such party in connection with or by virtue of (a) the investigation and review conducted by such party (or its Representatives) with respect to the other party's business (and the furnishing of information to the other party and its Representatives in connection with such investigation and review), (b) the negotiation, preparation and review of this Agreement and all agreements, certificates, opinions and other instruments and documents delivered or to be delivered in connection with the transactions contemplated by this Agreement, (c) the preparation and submission of any filing or notice required to be made or given in connection with any of the transactions contemplated by this Agreement, and the obtaining of all Consents and Governmental Authorizations required to be obtained in connection with any of such transactions, and (d) the consummation of the Merger.
Fees and Expenses; Termination Fees. (a) Except as provided below, all fees and expenses incurred in connection with the Merger and the other transactions contemplated by this Agreement shall be paid by the party incurring such fees or expenses, whether or not such transactions are consummated, except that (i) DigitalGlobe shall be responsible for paying all HSR Act filing fees and (ii) expenses incurred in connection with filing, printing and mailing the Joint Proxy Statement and the Form S-4 shall be shared equally by DigitalGlobe and GeoEye.
Fees and Expenses; Termination Fees. (a) Except (i) as provided in this Section 8.3 and (ii) with respect to costs and expenses of printing and mailing the Joint Proxy Statement and all filing and other fees paid to the SEC in connection with the Merger, which shall be borne equally by Republic and Citizens, all fees and expenses incurred in connection with the Merger, this Agreement, and the transactions contemplated by this Agreement shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.
Fees and Expenses; Termination Fees. (a) Except as otherwise set forth in this Section 8.03, all Expenses incurred in connection with this Agreement shall be paid by the party incurring such expenses, whether or not the Merger is consummated. “Expenses”, as used in this Agreement, shall include all reasonable out-of-pocket documented expenses (including all fees and expenses of counsel, accountants, investment bankers, financing sources, hedging counterparties, experts and consultants to a party hereto and its Affiliates) incurred by a party or on its behalf (or, with respect to Parent and Merger Sub, incurred by their stockholders or Affiliates or on their behalf) in connection with or related to the transactions contemplated hereby, including the authorization, preparation, negotiation, execution and performance of this Agreement, the Financing Commitments and the other transactions contemplated hereby or thereby (including the Financing and the Alternative Financing), the preparation, printing, filing and mailing of the Proxy Statement, the solicitation of stockholder approval and all other matters related to the closing of the Merger. For the avoidance of doubt, the Expenses of Parent and Merger Sub shall not include any fees or expenses incurred prior to June 30, 2006.
Fees and Expenses; Termination Fees. (a) Except as otherwise set forth in this Section 8.03, all Expenses incurred in connection with this Agreement shall be paid by the party incurring such expenses, whether or not the Merger is consummated. "
Fees and Expenses; Termination Fees. (a) All fees and expenses incurred in connection with this Agreement, the Merger and the other Transactions, including fees and expenses of financial advisors, financial sponsors, legal counsel and other advisors (collectively, “Advisors”), will be paid by the party incurring such expenses whether or not the Merger is consummated; provided, however, that (A) Parent and the Company will share equally the filing fee for the Notification and Report Forms, if any, filed with the FTC and DOJ under the HSR Act and (B) the Company shall bear all costs and fees associated with the engagement of the Depositary and the negotiation, execution and delivery of the Parent Deposit Agreement and the filing of the Form F-6 Registration Statement; provided further that the fees in (A) shall not be deemed to include fees or expenses payable to Advisors.
Fees and Expenses; Termination Fees. (a) Except as set forth in this Section 8.03, all fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the party incurring such fees and expenses, whether or not the Offer or the Merger is consummated. Parent shall bear and timely pay all filing fees associated with the HSR Act. In the event that this Agreement is terminated by Parent pursuant to Section 8.01(d)(ii) (other than a circumstance when a Termination Fee is paid pursuant to Section 8.03(b)), then the Company shall pay to Parent all of the reasonable and documented Expenses of Parent and Purchaser up to, but not exceeding, three million dollars ($3,000,000) in the aggregate. As used herein, “
Fees and Expenses; Termination Fees. (a) Except as provided in this Section 7.5, all fees and expenses incurred in connection with the Merger, this Agreement, and the transactions contemplated by this Agreement shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated; provided, however, that (i) each of PMR and PSI shall bear 50% of the costs and expenses (other than fees and expenses of attorneys) incurred in connection with the preparation, filing, printing and mailing of the Registration Statement and the Proxy Statement, including SEC filing fees and fees and expenses of accountants, and (ii) PMR's portion of such costs and expenses, whether paid before or after the Effective Time, shall not reduce the $5.05 million of Cash Equivalents PMR is required to have on hand at the Effective Time pursuant to Sections 4.4(b) and 6.2(k).
Fees and Expenses; Termination Fees. 8.4 Amendment............................................................ 8.5
Fees and Expenses; Termination Fees. (a) Except as set forth in this Section 8.03, all Expenses (as defined below) incurred by the Parties in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the Party incurring such expenses; provided, however, that Parent shall pay all such Expenses in the event the Mergers are consummated (which expenses, to the extent invoiced prior to the Closing Date, shall be paid on the Closing Date). “Expenses”, as used in this Agreement, shall include all reasonable out-of-pocket expenses (including, without limitation, all fees and expenses of counsel, accountants, investment bankers, experts and consultants to a Party 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 and all other matters related to the closing of the Mergers and the other transactions contemplated by this Agreement (and, in the case of Iris and the Iris Subsidiaries, shall include all such fees and expenses incurred by Iris and any Iris Subsidiary or on its behalf in connection with or related to the November 2009 amendments and extensions of its existing credit facilities), but shall exclude any transaction, termination or similar fee payable to GGC Administration LLC, Cerberus Partners, L.P. or Francisco Partners Management LLC or any of their respective Affiliates related thereto (“Transaction Fees”).
