Common use of Expenses; Termination Fee Clause in Contracts

Expenses; Termination Fee. (a)Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other Transactions shall be paid by the party incurring such expenses, whether or not the Offer and Merger are consummated. In furtherance of the foregoing, (i) Parent shall pay all filing fees payable for filings required or otherwise made pursuant to the HSR Act or any other applicable Antitrust Laws in connection with the Offer, the Merger or the other Transactions, if any, and (ii) except as expressly provided in Section 3.6(f), all transfer, documentary, sales, use, stamp, registration, value-added and other similar Taxes and fees incurred in connection with the Offer, the Merger ​ or the other Transactions shall be paid by Parent or Merger Sub when due. Notwithstanding the foregoing, in the event that the Offer does not close by the End Date and Parent or the Company elects to terminate this Agreement in accordance with Section 8.1(b) (provided, that at the time of such termination, all of the Offer Conditions set forth in Annex I have been satisfied, other than (x) those Offer Conditions that by their nature are to be satisfied at the Acceptance Time and (y) the Minimum Condition), then the Company shall reimburse Parent for its reasonable fees and expenses in an amount in cash equal to the lesser of (i) $600,000 and (ii) the reasonable and documented out-of-pocket fees and expenses (including all such fees and expenses of counsel, accountants, investment bankers, experts and consultants) incurred by Parent, Merger Sub, or their respective Affiliates or on behalf of any of the foregoing in connection with the this Agreement, the Offer, the Merger, or any related transactions contemplated by this Agreement (the “Expenses”).

Expenses; Termination Fee. (a)Except a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other Transactions shall be paid by the party incurring such expenses, whether or not the Offer and Merger are consummated. In furtherance of the foregoing, (i) Parent shall pay all filing fees payable for filings required or otherwise made pursuant to the HSR Act or any other applicable Antitrust Laws in connection with the Offer, the Merger or the other Transactions, if any, and (ii) except as expressly provided in Section 3.6(f), all transfer, documentary, sales, use, stamp, registration, value-added and other similar Taxes and fees incurred in connection with the Offer, the Merger ​ or the other Transactions shall be paid by Parent or Merger Sub when due. Notwithstanding the foregoing, in the event that the Offer does not close by the End Date and Parent or the Company elects to terminate this Agreement in accordance with Section 8.1(b) (provided, that at the time of such termination, all of the Offer Conditions set forth in Annex I have been satisfied, other than (x) those Offer Conditions that by their nature are to be satisfied at the Acceptance Time and (y) the Minimum Condition), then the Company shall reimburse Parent for its reasonable fees and expenses in an amount in cash equal to the lesser of (i) $600,000 and (ii) the reasonable and documented out-of-pocket fees and expenses (including all such fees and expenses of counsel, accountants, investment bankers, experts and consultants) incurred by Parent, Merger Sub, or their respective Affiliates or on behalf of any of the foregoing in connection with the this Agreement, the Offer, the Merger, or any related transactions contemplated by this Agreement (the “Expenses”).