Fees, Expenses and Other Payments. (a) Except as otherwise provided in this Section 7.3, whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, fees and disbursements of counsel, financial advisors and accountants) shall be borne solely and entirely by the party which has incurred such costs and expenses (with respect to such party, its "Expenses").
Fees, Expenses and Other Payments. (a) Except as provided in Section 9.5(b) of this Agreement, all fees and expenses incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such fees and expenses.
Fees, Expenses and Other Payments. If this Agreement is terminated, --------------------------------- then all costs and expenses incurred by the Parties in connection with this Agreement, the Merger and the Transactions and in connection with compliance with Applicable Law and Contractual Obligations as a consequence hereof and thereof, including fees and disbursements of counsel, financial advisors and accountants, will be borne solely and entirely by the Party which has incurred such costs and expenses (with respect to such Party, its "Expenses"). VIALOG acknowledges and agrees that the Company has disclosed that it is obligated and will become further obligated for Expenses (including fees and expenses of its counsel, its independent accountants, and its financial advisor) incurred by it in connection with this Agreement, the Merger and the Transactions. It is understood and agreed that certain of such Expenses may be paid by the Company prior to the execution of this Agreement, and VIALOG agrees to refrain from taking any action which would prevent or delay the payment of reasonable Expenses by the Company. Any Expenses incurred and not paid will constitute liabilities of the Company. VIALOG agrees to take all action necessary to cause the Surviving Corporation to pay promptly any of the foregoing reasonable Expenses incurred, but not paid, by the Company prior to the Effective Time.
Fees, Expenses and Other Payments. Except as otherwise provided in this Agreement, each party shall bear its own expenses in connection with the transactions contemplated by this Agreement, including costs of their respective attorneys, accountants, investment bankers, brokers and other representatives.
Fees, Expenses and Other Payments. (a) Except as provided in Sections 7.6(b) or 10.2, all Expenses (as defined in paragraph (b) of this Section 10.5) incurred by the parties hereto shall be borne solely and entirely by the party that has incurred such Expenses.
Fees, Expenses and Other Payments. All costs and expenses incurred in connection with this Agreement and the consummation of the Transactions, including without limitation fees and disbursements of counsel, financial advisors and accountants incurred by the parties hereto, shall be borne solely and entirely by the party which has incurred such costs and expenses.
Fees, Expenses and Other Payments. (a) Subject to paragraphs (b) and (c) of this Section 8.05, all costs and expenses (including any expenses related to any claims or litigation in connection with the transactions contemplated by this Agreement, or any settlement thereof), including, without limitation, fees and disbursements of counsel, financial advisors and accountants and other out-of-pocket expenses, incurred or to be incurred by the parties hereto (which in the case of Merger Sub includes those incurred or to be incurred by its equity investors) in connection with the transactions contemplated hereby (with respect to such party, its "EXPENSES"), shall be borne solely and entirely by the party which has incurred such costs and expenses; provided, however, that all costs and expenses related to printing and mailing the Proxy Statement shall be borne by the Company.
Fees, Expenses and Other Payments. (a) All Expenses (as defined in paragraph (b) of this Section 9.5) incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such Expenses; provided, however, that the allocable share of the Acquiror Companies as a group and Company shall be one-half each for all Expenses related to (i) printing, filing and mailing the Offer Documents, the Information Statement, the Schedule 14D-9 and the Company Proxy Statement, (ii) all SEC and other regulatory filing fees incurred in connection with the Offer Documents, the Information Statement, the Schedule 14D-9 and the Company Proxy Statement, and (iii) all fees of preparing and filing appropriate notification under the HSR Act. Notwithstanding the foregoing, (i) if this Agreement is terminated by Acquiror pursuant to Section 9.1(b), then Company shall make a nonrefundable cash payment to Acquiror, within two business days after such termination, in an amount equal to the aggregate amount of all fees and reasonable, documented, out-of-pocket expenses (including with respect to fees, all filing fees and all reasonable attorneys' fees, accountants' fees and financial advisory fees) that have been paid or that may become payable by or on behalf of Acquiror in connection with the preparation and negotiation of the Transaction Documents and otherwise in connection with the Offer and the Merger, provided, however, that such payment shall not exceed $1,000,000, and (ii) if this Agreement is terminated by Company pursuant to Section 9.1(c), then Acquiror shall make a nonrefundable cash payment to Company, within two business days after such termination, in an amount equal to the aggregate amount of all fees and reasonable, documented, out-of-pocket expenses (including with respect to fees, all filing fees and all reasonable attorneys' fees, accountants' fees and financial advisory fees) that have been paid or that may become payable by or on behalf of Company in connection with the preparation and negotiation of the -47- 52 Transaction Documents and otherwise in connection with the Offer and the Merger, provided, however, that such payment shall not exceed $1,000,000.
Fees, Expenses and Other Payments. All California and other sales --------------------------------- and/or use Taxes, documentary or governmental transfer Taxes, recording fees, or other comparable charges levied by any Authority in connection with the purchase and sale of the Meridian Assets and the Meridian Business contemplated hereby, and all Xxxx-Xxxxx-Xxxxxx filing fees, shall be borne equally by Meridian and ATS. All title insurance costs and expenses shall be borne by Meridian and all Environmental Report costs and expenses shall be borne by ATS, except that in the event this Agreement is terminated pursuant to the provisions of Section 5.8, all such Environmental Report costs and expenses shall be borne by Meridian. All other costs and expenses incurred in connection with this Agreement and the consummation of the Transactions, and in compliance with Applicable Law and Contractual Obligations as a consequence hereof and thereof, including without limitation fees and disbursements of counsel, financial advisors and accountants incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such costs and expenses (with respect to such party, its "Expenses").
Fees, Expenses and Other Payments. (a) Except as set forth in this Section 11.3, all fees and Expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such Expenses, whether or not the transactions contemplated herein are consummated.
