Common use of Expenses and Termination Fees Clause in Contracts

Expenses and Termination Fees. (a) Subject to paragraphs (b) and (c) below, whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, the fees and expenses of advisers, accountants and legal counsel) shall be paid by the party incurring such expense; provided, however, that if the Merger is consummated, Acquiror shall pay all Target Merger Expenses pursuant to Section 1.6(a). Any such costs and expenses incurred by Target prior to, at or after the Closing and not presented to Acquiror for payment at or prior to the Closing shall remain an obligation of the Former Target Stockholders. If Acquiror or Target receives any invoices for said costs and expenses after the Closing, it may, with Acquiror's written approval, pay such expenses; provided, however, that such payment shall, if not promptly reimbursed by the Former Target Stockholders at Acquiror's request, constitute "Damages" recoverable under 47 53 the Escrow Agreement and such Damages shall not be subject to the Escrow Basket (as defined in Section 8.4).

Expenses and Termination Fees. (a) Subject to paragraphs (bSections 7.3(b) and (c) below7.3(c), whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, the fees and expenses of its advisers, accountants and legal counsel) shall be paid by the party incurring such expense; provided, however, that if the Merger is consummated, Acquiror Dollar Purchase Price shall pay all Target Merger Expenses pursuant to Section 1.6(a). Any such costs and be reduced by the amount of any out-of-pocket expenses incurred by Target prior toin excess of $300,000 for fees and expenses of legal counsel and accounting and financial advisors, at or after and any such excess fees not covered by a reduction in the Closing and not presented to Acquiror for payment at or prior to the Closing Dollar Purchase Price, if any, shall remain an obligation of the Former Target StockholdersTarget's shareholders. If Acquiror or Target receives any invoices for amounts in excess of said costs and expenses after the Closingamounts, it may, with Acquiror's written approval, pay such expensesfees; provided, however, that such payment shall, if not promptly reimbursed by the Former Target Stockholders shareholders at Acquiror's request, constitute "Damages" recoverable under 47 53 the Escrow Agreement and such Damages shall not be subject to the Escrow Basket (as defined in Section 8.4)Basket.

Expenses and Termination Fees. (a) Subject to paragraphs (b) and (c) below, whether Whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, the fees and expenses of advisers, accountants and legal counsel) shall be paid by the party incurring such expense; provided, however, that if in the event that the Merger is consummated, Acquiror shall pay all Target Merger Expenses pursuant to Section 1.6(a). Any such costs and any out-of-pocket expenses incurred by Target prior to(whether on behalf of Target or a Target Stockholder) in excess of $175,000 in the aggregate for fees and expenses of legal counsel plus any other expenses, at or after the Closing including, without limitation, fees and not presented to Acquiror for payment at or prior to the Closing expenses of financial advisors and accountants, if any, shall remain an obligation of the Former Target Stockholders. If Acquiror or Target the Surviving Corporation receives any invoices for amounts in excess of said costs and expenses after the Closingamounts, it may, with Acquiror's written approval, pay such expensesfees; provided, however, that such payment shall, if not promptly reimbursed by the Former Target Stockholders at Acquiror's request, constitute "DamagesDAMAGES" recoverable under 47 53 the Escrow Agreement and such Damages shall not be subject to the Escrow Basket (as defined in Section 8.4)Basket.

Expenses and Termination Fees. (a) Subject to paragraphs (bSections 7.3(b), 7.3(c) and (c) below7.3(d), whether or not the Merger Closing is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, the fees and expenses of its advisers, accountants and legal counsel) shall be paid by the party incurring such expense; provided, however, that if the Merger is consummated, Acquiror shall pay all Target Merger Expenses pursuant to Section 1.6(a). Any such costs and any out-of-pocket expenses incurred by Target prior to, at or after the Closing in excess of $150,000 for fees and not presented to Acquiror for payment at or prior expenses related to the Closing transactions contemplated hereby, including, without limitation, fees and expenses of legal counsel and financial advisors and accountants, if any, shall remain an obligation of be borne by the Former Target StockholdersSellers. If Acquiror or Target receives any invoices for amounts in excess of said costs and expenses after the Closingamounts, it may, with Acquiror's written approval, pay such expensesfees; provided, however, that such payment shall, if not promptly reimbursed by the Former Target Stockholders Sellers at Acquiror's request, constitute "Damages" recoverable under 47 53 the Escrow Agreement and such Damages shall not be subject to the Escrow Basket (as defined in Section 8.4below).

Expenses and Termination Fees. (a) Subject to paragraphs (b) and (c) below, whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, the fees and expenses of advisers, accountants and legal counsel) shall be paid by the party incurring such expense; provided, however, that if the Merger is consummated, Acquiror shall pay all Target Merger Expenses pursuant to Section 1.6(a). Any such costs and expenses incurred by Target prior to, at or after the Closing and not presented to Acquiror for payment at or prior to the Closing shall remain an obligation of the Former Target Stockholders. If Acquiror or Target receives any invoices for said costs and expenses after the Closing, it may, with Acquiror's written approval, pay such expenses; provided, however, that such payment shall, if not promptly reimbursed by the Former Target Stockholders at Acquiror's request, constitute "Damages" recoverable under 47 53 the Escrow Agreement and such Damages shall not be subject to the Escrow Basket (as defined in Section 8.4).under