Common use of Parent Expenses Clause in Contracts

Parent Expenses. In the event that (A) this Agreement is terminated by Parent or the Company, as applicable, pursuant to Section 8.1(b) or 8.1(c) and following the date hereof and prior to the termination of this Agreement there has been public disclosure of an Acquisition Proposal with respect to the Company, or (B) this Agreement is terminated by Parent pursuant to Section 8.1(e), then the Company shall pay Parent promptly and from time to time (as applicable) an amount equal to Parent's documented or documentable out-of-pocket expenses (including attorneys', accountants' and financial advisors' fees and any fees incurred by Parent in connection with the filing of the Schedule TO or the Proxy Statement with the SEC and the filing of the Notification and Report Forms with the FTC and DOJ under the HSR Act and any premerger notification and reports forms under similar applicable Legal Requirements of other jurisdictions, in each case pursuant to Section 6.4(a)), but which amount shall in no event exceed one million dollars ($1,000,000).