Fee and Expense Application"), on notice to Deloitte's Counsel, for distribution to the m from the Settlement Fund of (i) an award of attorneys' fees of up to 30% of the Settlement Fund (Attorneys' Fees) ; and (ii) reimbursement of costs and expenses, including fees and expenses o f experts, incurred in connection with the prosecution of the Action ("Expenses and Costs") .
Upon the Option Closing, this Agreement shall terminate and cease to have any force and effect, except for the provisions of Section 6.01 relating to any Party Action or any Party Action Expenses, and Articles 8 and 9, which shall survive the Option Closing in accordance with their terms.
If the Closing occurs in accordance with the terms of this Agreement, as amended, or as the Acquiror may otherwise agree in writing, then in connection with the Closing the Acquiror shall reimburse the Company an amount equal to the Antitrust Action Expenses, up to a maximum of five million dollars ($5,000,000) (the “Reimbursement Amount”).
In the event that an Indemnitee assumes the defense of a Third Party Claim, each applicable Indemnification Cap shall be deemed to be automatically reduced by the amount of any Action Expenses incurred by an Indemnifying Party on its own behalf in connection with its participation in the defense of such Third Party Claim.
Corrective Action: Expenses are charged to the grant based upon an allocation method approved by the Chief Financial Officer.