Common use of Expenses; Termination Fee Clause in Contracts

Expenses; Termination Fee. (a) If this Agreement is terminated by the Purchaser pursuant to Section 7.1(e) or by the Companies pursuant to Section 7.1(f), then the party terminating this Agreement shall be entitled to reimbursement by the other party of all reasonable out-of-pocket costs and expenses (including, without limitation, fees and disbursements of counsel, financial advisors, actuaries and accountants) incurred by it in connection with this Agreement and the transactions contemplated hereby. Notwithstanding the foregoing, if either (i) the Companies have received an Acquisition Proposal at the time this Agreement is terminated by the Purchaser pursuant to Section 7.1(e) or receive an Acquisition Proposal within three months after the date of such termination under Section 7.1(e) and within 12 months after the date of termination the Companies consummate a sale of the Purchased Subsidiaries or all or substantially all of the assets of the Subsidiaries as a whole for an amount greater than the Purchase Price (a "Subsequent Deal"), or (ii) this Agreement is terminated by the Purchaser pursuant to Section 7.1(e) as a result of a breach by the Companies of Section 5.5, then the Companies shall pay the Purchaser within ten Business Days after (a) the consummation of the Subsequent Sale, in the case of the circumstances described in clause (i), or (b) the termination date, in the case of the circumstances described in clause (ii), the Termination Fee (as defined below) in immediately available funds, less any expenses of the Purchaser previously reimbursed by the Companies.

Expenses; Termination Fee. (a) If this Agreement is terminated by the Purchaser pursuant to Section 7.1(e) or by the Companies Company pursuant to Section 7.1(f), then the party terminating this Agreement shall be entitled to reimbursement by the other party of all reasonable out-of-pocket costs and expenses (including, without limitation, fees and disbursements of counsel, financial advisors, actuaries and accountants) incurred by it in connection with this Agreement and the transactions contemplated hereby. Notwithstanding the foregoing, if either (i) the Companies have Company has received an Acquisition Proposal at the time this Agreement is terminated by the Purchaser pursuant to Section 7.1(e) or receive receives an Acquisition Proposal within three months after the date of such termination under Section 7.1(e) and within 12 months after the date of termination the Companies consummate Company consummates a sale of the Purchased Subsidiaries or all or substantially all of the assets of the Subsidiaries as a whole for an amount greater than the Purchase Price (a "Subsequent Deal"), ) or (ii) this Agreement is terminated by the Purchaser pursuant to Section 7.1(e) as a result of a breach by the Companies Company of Section 5.5, then the Companies Company shall pay the Purchaser within ten Business Days after (a) the consummation of the Subsequent Sale, in the case of the circumstances described in clause (i), or (b) the termination date, in the case of the circumstances described in clause (ii), the Termination Fee (as defined below) in immediately available funds, less any expenses of the Purchaser previously reimbursed by the CompaniesCompany.

Expenses; Termination Fee. The Company shall be responsible for its own expenses incurred in connection with the Investment and the other transactions contemplated by the Transaction Agreements. In addition, the Company agrees to reimburse the Purchaser for all of its reasonable out-of-pocket fees and expenses or to pay directly such fees and expenses of the Purchaser, including the fees and expenses of attorneys, accountants and consultants employed by it, in connection with the Investment and the other transactions contemplated by the Transaction Agreements, whether or not the Closing occurs or this Agreement is terminated; provided, however, that the Company shall not be obligated to pay such Purchaser’s fees and expenses if Purchaser is in material breach of this Agreement. In addition, in the event that (a) If this Agreement is terminated by the Purchaser pursuant to Section 7.1(e) or by the Companies pursuant to Section 7.1(f) or under any other Section contained in Section 7.1 (other than Section 7.1(h), then the party terminating this Agreement shall be entitled to reimbursement by the other party of all reasonable out-of-pocket costs and expenses (including, without limitation, fees and disbursements of counsel, financial advisors, actuaries and accountants) incurred by it in connection with this Agreement and the transactions contemplated hereby. Notwithstanding the foregoing, if either (i) the Companies have received an Acquisition Proposal at the time this Agreement is terminated by the Purchaser pursuant to Section 7.1(e) or receive an Acquisition Proposal within three months after the date of termination under such other Section, termination under Section 7.1(e) and within 12 months after the date of termination the Companies consummate a sale of the Purchased Subsidiaries or all or substantially all of the assets of the Subsidiaries as a whole for an amount greater than the Purchase Price (a "Subsequent Deal")Section 7.1(f) was permitted, or (iib) this Agreement is terminated by the Purchaser pursuant to Section 7.1(e7.1 for any reason (other than any termination (x) as a result of a breach by the Companies of pursuant to Section 5.5, then the Companies shall pay the Purchaser within ten Business Days after (ay) the consummation of the Subsequent Sale, in the case of the circumstances described in clause (i), a) above or (bz) the termination date, in the case of under the circumstances described in clause (iic) below) and prior to the date ninety (90) days after the date of termination hereof, the Company, directly or indirectly, enters into any definitive agreement providing for an Alternative Transaction, or (c) the End Date has been extended to December 15, 2008 or later by virtue of an extension of the Waiver Expiry Date and this Agreement is thereafter terminated pursuant to Section 7.1 for any reason (other than any termination (x) by the Company pursuant to Section 7.1(h) or (y) under the circumstances described in clause (a) above), then the Company shall pay the Purchaser $35 million in cash, by wire transfer of immediately available funds to an account designated by the Purchaser in writing (the “Termination Fee”). The Company shall pay the Termination Fee immediately upon, and as a condition to the effectiveness of, termination in the case of a termination of this Agreement by the Company in the circumstances described in either of clauses (as defined belowa) in immediately available fundsor (c) above. In the case of a Termination Fee due under clause (b) of this Section 8.7, less the Company shall pay the Termination Fee not later than the end of business on the second (2nd) Business Day following its entry into the definitive agreement providing for such Alternative Transaction. In the case of a Termination Fee due under clause (a) or (c) of this Section 8.7 where the Purchaser is the terminating party, the Company shall pay the Termination Fee not later than the end of business on the second (2nd) Business Day following termination of this Agreement. For the avoidance of doubt, the Company shall not be required to pay more than one Termination Fee under any expenses circumstances. In circumstances where payment of the Purchaser previously reimbursed by Termination Fee is required hereunder, upon such payment, when made, such Termination Fee shall be the CompaniesPurchaser’s sole and exclusive remedy in respect of the termination of this Agreement (including for the avoidance of doubt the events giving rise to such termination).