Common use of Expenses and Liability Clause in Contracts

Expenses and Liability. (a) Except as otherwise expressly provided in this Agreement, each party to this Agreement will bear its respective expenses incurred in connection with the preparation, execution, and performance of this Agreement and the Contemplated Transactions, including all fees and expenses of agents, representatives, counsel, and accountants. (b) In the event of termination of this Agreement, the obligation of each party to pay its own expenses will be subject to any rights of such party arising from a breach of this Agreement by another party. In addition, (i) in the event of a termination of this Agreement by Parent pursuant to Section 9.1(c)(i) or 9.1(c)(iii), the Company shall promptly, but in any event within three (3) days of such termination, pay Parent the amount of $2,000,000 (plus documented out-of-pocket expenses of Parent) as reimbursement for expenses incurred by Parent in connection with the Contemplated Transactions, and (ii) in the event of a termination of this Agreement by the Company pursuant to Section 9.1(d), Parent shall promptly, but in any event within three (3) days of such termination, pay the Company the amount of $2,000,000 (plus documented out-of-pocket expenses of the Company) (which payment may be by means of cancellation of indebtedness) as reimbursement for expenses incurred by the Company in connection with the Contemplated Transactions. (c) The liability of either party for damages with respect to any breach of any representation, warranty or covenant if the Closing does not occur shall be limited to an amount equal to $4,500,000 (plus documented out-of- pocket expenses, less any amount that may be payable pursuant to Section 11.1(b)).