Expenses from Agreement and Plan of Merger
This AGREEMENT AND PLAN OF MERGER, dated as of July 24, 2015, is entered into by and among McGraw Hill Financial, Inc., a New York corporation (Parent), Venus Sub LLC, a Virginia limited liability company and a wholly owned subsidiary of Parent (Merger Sub), SNL Financial LC, a Virginia limited liability company (the Company) and New Mountain Partners III (AIV-C), L.P., a Delaware limited partnership, solely in its capacity as the Unitholders Representative. Any capitalized term not defined elsewhere in this Agreement shall have the meaning ascribed to it in Section 1.1.
Expenses. Except as otherwise provided herein, all fees and expenses incurred in connection with the Contemplated Transactions shall be paid by the party incurring such fees and expenses, whether or not the Contemplated Transactions are consummated. If any Litigation is commenced by any party hereto, or by any Third Party Beneficiary, to enforce its rights under this Agreement against, or seeking damages from, any other party hereto, all fees, costs and expenses, including reasonable attorneys fees and expenses and court costs, incurred by the prevailing party in such Litigation shall be reimbursed by the non-prevailing party.
Expenses from Agreement
THIS AGREEMENT (Agreement) is made and entered into as of the 28th day of January, 2010 by and among ALLIANCE BANKSHARES CORPORATION, a Virginia corporation (Corporation), ALLIANCE BANK CORPORATION, a Virginia corporation (Bank), and WILLIAM E. DOYLE, JR. (Executive), and provides as follows:
Expenses. (a) The Corporation shall reimburse Executive for reasonable and customary business expenses incurred in the conduct of the Corporations business. Such expenses will include business meals and out-of-town lodging and travel expenses, for example. The Corporation agrees to make prompt payment to Executive following receipt and verification of such expenses. (b) The Corporation will reimburse Executive at the rate per mile published by the U.S. Internal Revenue Service for all business travel and, as well, for all travel between Executives home in Charlottesville, Virginia and the Corporations offices. (c) The Corporation shall pay or reimburse the reasonable costs for temporary housing for Executive in the Chantilly, Virginia area during the Term hereof. (d) The parties intend that any expenses reimbursable to Executive, or paid for Executive, under this Section shall be either (i) non-taxable reimbursement of ordinary and necessary business expenses of the Corporation or (ii), if taxable as ordinary income to Executive, then the Corporation shall pay to Executive an additional 40% of any such taxable reimbursement to cover taxes payable by Executive on account of such reimbursement. (e) All expense reimbursement requests under this Section 7 shall be submitted to the Corporation, and reimbursements and payments hereunder shall be made, in accordance with the Corporations existing policies, provided that all reimbursements or payments shall be paid no later than September 1, 2010.