Common use of Reimbursement of Initial Purchasers’ Expenses Clause in Contracts

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated pursuant to Section 7, (b) the Issuer shall fail to tender the Securities for delivery to the Initial Purchasers for any reason permitted under this Agreement or (c) the Initial Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement, VMS shall reimburse the Initial Purchasers for such out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchasers in connection with this Agreement and the proposed purchase and resale of the Securities.

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated pursuant to Section 76, (b) the Issuer Company shall fail to tender the Securities for delivery to the Initial Purchasers Purchaser for any reason permitted under this Agreement or (c) the Initial Purchasers Purchaser shall decline to purchase the Securities for any reason permitted under this Agreement, VMS the Company shall reimburse the Initial Purchasers Purchaser for such out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchasers Purchaser in connection with this Agreement and the proposed purchase and resale of the Securities.

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated pursuant to Section 76, (b) the Issuer Company shall fail to tender the Securities for delivery to the Initial Purchasers Purchaser for any reason permitted under this Agreement or (c) the Initial Purchasers Purchaser shall decline to purchase the Securities for any reason permitted under this Agreement, VMS Merger Corp. shall reimburse the Initial Purchasers Purchaser for such out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchasers Purchaser in connection with this Agreement and the proposed purchase and resale of the Securities.

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated pursuant to Section 76, (b) the Issuer Company shall fail to tender the Securities for delivery to the Initial Purchasers Purchaser for any reason permitted under this Agreement or (c) the Initial Purchasers Purchaser shall decline to purchase the Securities for any reason permitted under this AgreementAgreement (other than pursuant to Section 5(p)), VMS the Company shall reimburse the Initial Purchasers Purchaser for such out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchasers Purchaser in connection with this Agreement and the proposed purchase and resale of the Securities.

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated pursuant to Section 76, (b) the Issuer Issuers shall fail to tender the Securities for delivery to the Initial Purchasers for any reason permitted under this Agreement or (c) the Initial Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement, VMS shall the Issuers shall, jointly and severally, reimburse the Initial Purchasers for such out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchasers in connection with this Agreement and the proposed purchase and or resale of the Securities.

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated pursuant to in accordance with Section 6 or 7, (b) the Issuer shall fail to tender the Securities for delivery to the Initial Purchasers for any reason permitted under this Agreement or (c) the Initial Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement, VMS the Issuer and Guarantors shall reimburse the Initial Purchasers for such out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchasers in connection with this Agreement and the proposed purchase and resale of the Securities.of

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated pursuant to Section 76, (b) the Issuer Issuers shall fail to tender the Securities for delivery to the Initial Purchasers for any reason permitted under this Agreement Purchaser or (c) the Initial Purchasers Purchaser shall decline to purchase the Securities for any reason permitted under this Agreement, VMS shall the Issuers shall, jointly and severally, reimburse the Initial Purchasers Purchaser for such out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchasers Purchaser in connection with this Agreement and the proposed purchase and or resale of the Securities.

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated pursuant to Section 76, (b) the Issuer Issuers shall fail to tender the Securities for delivery to the Initial Purchasers for any reason permitted under this Agreement or (c) the Initial Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement, VMS the Company shall reimburse the Initial Purchasers for such out-of-pocket expenses (including documented reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchasers in connection with this Agreement and the proposed purchase and resale of the SecuritiesNotes.

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated pursuant to Section 6 and Section 7, (b) the Issuer Company shall fail to tender the Securities for delivery to the Initial Purchasers for any reason permitted under this Agreement other than by reason of a default by the Initial Purchasers or (c) the Initial Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement, VMS the Company shall reimburse the Initial Purchasers for such out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchasers in connection with this Agreement and the proposed purchase and resale of the Securities.

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated pursuant to Section 76, (b) the Issuer Company shall fail to tender the Securities for delivery to the Initial Purchasers Purchaser for any reason permitted under this Agreement or (c) the Initial Purchasers Purchaser shall decline to purchase the Securities for any reason permitted under this Agreement, VMS the Company shall reimburse the Initial Purchasers Purchaser for such out-of-pocket expenses (including reasonable fees and disbursements 20 20 of counsel) as shall have been reasonably incurred by the Initial Purchasers Purchaser in connection with this Agreement and the proposed purchase and resale of the Securities.

Reimbursement of Initial Purchasers’ Expenses. If (a) this --------------------------------------------- Agreement shall have been terminated pursuant to Section 76, (b) the Issuer Company shall fail to tender the Securities for delivery to the Initial Purchasers for any reason permitted under this Agreement or (c) the Initial Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement, VMS the Company shall reimburse the Initial Purchasers for such out-of-of- pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchasers in connection with this Agreement and the proposed purchase and resale of the Securities.

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated pursuant to Section 76, (b) the Issuer Company shall fail to tender the Securities for delivery to the Initial Purchasers Purchaser for any reason permitted under this Agreement or (c) the Initial Purchasers Purchaser shall decline to purchase the Securities for any reason permitted under this Agreement, VMS the Company and the Guarantors shall reimburse the Initial Purchasers Purchaser for such out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchasers Purchaser in connection with this Agreement and the proposed purchase and resale of the Securities.. 21 21

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated pursuant to Section 76, (b) the Issuer Issuers shall fail to tender the Securities for delivery to the Initial Purchasers for any reason permitted under this Agreement or (c) the Initial Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement, VMS the Issuers shall reimburse the Initial Purchasers for such out-of-of- pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchasers in connection with this Agreement and the proposed purchase and resale of the Securities.

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated pursuant to Section 76, (b) the Issuer Issuers shall fail to tender the Securities for delivery to the Initial Purchasers for any reason permitted under this Agreement Purchaser or (c) the Initial Purchasers Purchaser shall decline to purchase the Securities for any reason permitted under this Agreement, VMS the Issuers, jointly and severally, shall reimburse the Initial Purchasers Purchaser for such reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchasers Purchaser in connection with this Agreement and the proposed purchase and resale of the Securities.

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated pursuant to Section 7, (b) the Issuer Issuers shall fail to tender the Securities for delivery to the Initial Purchasers otherwise than for any reason permitted under this Agreement or (cb) the Initial Purchasers shall decline to purchase the Securities for any reason permitted under this AgreementAgreement (except the occurrence of any of the events described in Section 7(n)), VMS the Issuers shall reimburse the Initial Purchasers for the reasonable fees and expenses of their counsel and for such other reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchasers them in connection with this Agreement and the proposed purchase and resale of the Securities.

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated pursuant to Section 76, (b) the Issuer Company shall fail to tender the Securities for delivery to the Initial Purchasers for any reason permitted under this Agreement or (c) the Initial Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement, VMS the Company shall reimburse the Initial Purchasers for such out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchasers in connection with this Agreement and the proposed purchase and resale of the Securities.. If this Agreement is terminated pursuant to Section 7 by reason of the default of one or more of the Initial

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated pursuant to Section 76, (b) the Issuer Issuers shall fail to tender the Securities for delivery to the Initial Purchasers for any reason permitted under this Agreement Purchaser, other than as a result of a default by the Initial Purchaser, or (c) the Initial Purchasers Purchaser shall decline to purchase the Securities for any reason permitted under this Agreement, VMS the Issuers shall reimburse the Initial Purchasers Purchaser for such out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchasers Purchaser in connection with this Agreement and the proposed purchase and resale of the Securities.