Responsibility and Costs. Whether the Merger is consummated or not and except as otherwise set forth below, all fees, expenses and out-of-pocket costs including, but not limited to, fees and disbursements of counsel, financial advisors and accountants and expenses associated with fulfillment of the obligations set forth herein, that are incurred by the parties hereto will be borne solely and entirely by the party that has incurred such costs and expenses, unless the failure to consummate the Merger constitutes a breach of the terms hereof, in which event the breaching party will be responsible for all costs of all parties hereto.
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Samples: Agreement and Plan of Merger (Colorado Rare Earths, Inc), Agreement and Plan of Merger (Calypso Media Services Group, Inc)
Responsibility and Costs. Whether the Merger is consummated Closing of this Agreement occurs or not and and, except as otherwise set forth below, all fees, expenses and out-of-pocket costs including, but not limited to, fees and disbursements of counsel, financial advisors and accountants and expenses associated with fulfillment of the obligations set forth herein, that are incurred by the parties hereto will be borne solely and entirely by the party that has incurred such costs and expenses, unless the failure to consummate the Merger Agreement constitutes a breach of the terms hereof, in which event the breaching party will be responsible for all costs of all parties hereto.
Appears in 2 contracts
Samples: Patent Acquisition Agreement (Eastgate Acquisitions Corp), Patent Acquisition Agreement (Eastgate Acquisitions Corp)
Responsibility and Costs. Whether the Merger is consummated or not and except as otherwise set forth below, all fees, expenses and out-of-pocket costs including, but not limited to, fees and disbursements of counsel, financial advisors and accountants and expenses associated with fulfillment of the obligations set forth herein, that are incurred by the parties hereto will be borne solely and entirely by the party that has incurred such costs and expenses, unless the failure to consummate the Merger constitutes is found by a court of competent jurisdiction to be a breach of the terms hereof, in which event the breaching party will be responsible for all costs of all parties hereto.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Westgate Acquisitions Corp)
Responsibility and Costs. Whether the Merger Acquisition is consummated or not and except as otherwise set forth belownot, all fees, expenses and out-of-pocket costs and expenses, including, but not limited towithout limitation, fees and disbursements of counsel, financial advisors and accountants and expenses associated with fulfillment of the obligations set forth hereinaccountants, that are incurred by the parties hereto will shall be borne solely and paid (immediately prior to Closing in the event the transactions contemplated by this Agreement are consummated) entirely by the party that has incurred such costs and expenses, unless the failure to consummate the Merger Acquisition constitutes a breach of the terms hereof, in which event the breaching party will shall be responsible for all costs of all parties heretohereto provided.
Appears in 1 contract
