Transaction Fees and Expenses. Each party hereto shall bear such costs, fees and expenses as may be incurred by it in connection with this Agreement and the transactions contemplated hereby.
Transaction Fees and Expenses. 43 ----------------------------- Notices .............................................................................................43 ------- Amendment ...........................................................................................44 --------- Waiver ..............................................................................................44 ------ Governing Law .......................................................................................44 ------------- Jurisdiction ........................................................................................44 ------------ Remedies ............................................................................................44 -------- Severability ........................................................................................45 ------------ Further Assurances ..................................................................................45 ------------------ Assignment ..........................................................................................45 ---------- Binding Effect ......................................................................................45 -------------- No Third Party Beneficiaries ........................................................................45 ---------------------------- Entire Agreement ....................................................................................45 ---------------- Headings ............................................................................................46 -------- Counterparts ........................................................................................46 ------------ Bulk Sales Law ......................................................................................47 -------------- SIGNATURES..............................................................................................47 Schedules --------- Schedule 1.1 Certain Liens Schedule 1.2(a) Excluded Assets Schedule 3.5 Allocation of Purchase Price Schedule 5.2 Capitalization; Liens Schedule 5.4 Violations, Consents and Approvals Schedule 5.5 Financial Statements Schedule 5.8(a) Litigation Schedule 5.8(b) Violations of Law Schedule 5.9(a) Employee Benefit Plans Schedule 5.9(b) Employee Benefit Plans subject to Title IV of ERISA Schedule 5.10(b) Leases Schedule 5.11(a) Intellectual Property; Rights of Ownership Schedule 5.11(b) Licenses, etc. Rights of Ownership Schedule 5.12(a) Liens Schedule 5.12(b) Fixed Assets Led...
Transaction Fees and Expenses. (a) In the event the Closing occurs, each party shall be responsible for its own fees and expenses incurred in connection with this Agreement.
Transaction Fees and Expenses. Each party shall pay all of its own costs and expenses incurred in connection with the negotiation, execution, delivery and performance of this Agreement and other Transaction Documents and the transactions contemplated hereby and thereby. In the event that this Agreement does not proceed to Closing as a result of any willful breach of this Agreement or the Transaction Framework Agreement by any of the Company or the Key Shareholders, the Company shall bear all documented third party costs and expenses incurred by or on behalf of the Purchaser in the preparation of the agreements(s) and all other documents up to a maximum aggregate amount of US$1,500,000. In the event that this Agreement does not proceed to Closing as a result of any willful breach of this Agreement or the Transaction Framework Agreement by the Purchaser, the Purchaser shall bear all documented third party costs and expenses incurred by or on behalf of the Company in the preparation of the agreements(s) and all other documents up to a maximum aggregate amount of US$1,500,000. In the event that the Company commits any breach of Section 4.6, the Company shall pay to the Purchaser, within three Business Days after written demand therefor, an amount equal to three times the aggregate amount of costs and expenses incurred by the Purchaser in connection with the negotiation, execution, delivery and performance of this Agreement and other Transaction Documents and the transactions contemplated hereby and thereby.
Transaction Fees and Expenses. Each party hereto shall bear all costs incurred by it in connection with this Agreement and the transactions contemplated hereby. Notwithstanding the foregoing, AAI shall reimburse JB for all reasonable and necessary travel and other business related expenses incurred by JH in connection with the performance of JH's agreements hereunder, provided that such expenses shall be subject to prior approval by AAI, which approval will not be unreasonably withheld or delayed. Such expenses shall be reimbursed within thirty (30) days after the submission by JH of appropriate documentation with respect thereto. Reimbursable expenses include, without limitation, business class airfare (unless otherwise mutually agreed), lodging in hotels of mutually acceptable quality, meals, ground transportation, gratuities and mutually agreed upon hotel expenses.
Transaction Fees and Expenses. (i) Each of the Company and the Buyers shall pay all costs and expenses incurred by such party in connection with the negotiation, investigation, preparation, execution and delivery of this Agreement the Transaction Documents and any other documents relating to this transaction.
Transaction Fees and Expenses. In consideration for Transaction Services performed from the Effective Date for the Company or the Beneficiary Affiliates, the Company hereby agrees to pay (or to procure that any one or more Beneficiary Affiliates shall pay), the following transaction fees (collectively, the “Transaction Fees”):
Transaction Fees and Expenses. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not incur, or cause to be incurred, aggregate Transaction Fees (as defined below) in excess of $10,000,000. For purposes of this Section 8.16, "Transaction Fees" shall mean the fees and disbursements of the Company's legal counsel and financial advisors that are incurred in connection with the preparation, negotiation, execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated hereby, except that any legal costs and expenses incurred solely in connection with complying with the HSR Act (including, without limitation, complying with any "second request" made thereunder) shall be excluded from the calculation of such costs and expenses.
Transaction Fees and Expenses. In the event that the Company shall determine that it is advisable for the Company or any of its subsidiaries to hire a financial advisor, consultant, investment bank or any similar agent in connection with any transaction that could result in a Change in Control, acquisition, disposition or divestiture, spin-off, split-off, recapitalization, issuance of securities (including, without limitation, any Qualified Public Offering), financing (whether debt or equity financing) or any similar transaction by or involving the Company or its subsidiaries, the Company shall notify Valcon of such determination in writing. Promptly thereafter, upon the request of Valcon, the Company and Valcon shall negotiate in good faith to agree upon appropriate services, additional compensation and indemnification from the Company and/or one or more of its subsidiaries, as applicable, to hire Valcon, its Affiliates or the Sub-Contractors for such services on terms and conditions customary for transactions of similar size and scope.
Transaction Fees and Expenses. Except as otherwise expressly provided herein, each party shall bear such costs, fees and expenses as may be incurred thereby in connection with this Agreement and the transactions contemplated hereby.
