Common use of Expenses; Termination Fee Clause in Contracts

Expenses; Termination Fee. (a) If the Merger is not consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expense, provided that nothing contained herein shall limit Parent's rights under Section 8.03(b) hereof. If the Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be borne by Parent; provided, however, that Parent shall not be required to pay more than an aggregate of $450,000 for the out-of-pocket expenses of the Company and its advisors, including without limitation legal counsel, investment advisors and accountants (but excluding the out-of pocket expenses of the financial printer with respect to the Proxy Statement).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Saratoga Beverage Group Inc), Agreement and Plan of Merger (Fresh Juice Co Inc), Agreement and Plan of Merger (Saratoga Beverage Group Inc)

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Expenses; Termination Fee. (a) If the Merger is not consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expense, provided that nothing contained herein shall limit Parent's rights under Section 8.03(b) hereof. If the Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be borne by Parent; provided, however, that Parent shall not be required to pay more than an aggregate of $450,000 495,000 for the out-of-pocket expenses of the Company and its advisors, including without limitation legal counsel, investment advisors and accountants (but excluding the out-of pocket expenses of the financial printer with respect to the Proxy Statement).out-

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fresh Juice Co Inc)

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Expenses; Termination Fee. (a) If the Merger is not consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expense, provided that nothing contained herein shall limit Parent's rights under Section 8.03(b) hereof. If the Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be borne by Parent; provided, however, that Parent shall not be required to pay more than an aggregate of $450,000 495,000 for the out-of-pocket expenses of the Company and its advisors, including without limitation legal counsel, investment advisors and accountants (but excluding the out-of pocket expenses of the financial printer with respect to the Proxy StatementRegistration Statement and the proposed proxy filing already incurred by the Company).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Saratoga Beverage Group Inc)

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