Fees, Expenses and Other Payments Clause Samples

Fees, Expenses and Other Payments. If this Agreement is terminated, --------------------------------- then all costs and expenses incurred by the Parties in connection with this Agreement, the Merger and the Transactions and in connection with compliance with Applicable Law and Contractual Obligations as a consequence hereof and thereof, including fees and disbursements of counsel, financial advisors and accountants, will be borne solely and entirely by the Party which has incurred such costs and expenses (with respect to such Party, its "Expenses"). VIALOG acknowledges and agrees that the Company has disclosed that it is obligated and will become further obligated for Expenses (including fees and expenses of its counsel, its independent accountants, and its financial advisor) incurred by it in connection with this Agreement, the Merger and the Transactions. It is understood and agreed that certain of such Expenses may be paid by the Company prior to the execution of this Agreement, and VIALOG agrees to refrain from taking any action which would prevent or delay the payment of reasonable Expenses by the Company. Any Expenses incurred and not paid will constitute liabilities of the Company. VIALOG agrees to take all action necessary to cause the Surviving Corporation to pay promptly any of the foregoing reasonable Expenses incurred, but not paid, by the Company prior to the Effective Time.

Fees, Expenses and Other Payments. Except as otherwise provided in this Agreement, each party shall bear its own expenses in connection with the transactions contemplated by this Agreement, including costs of their respective attorneys, accountants, investment bankers, brokers and other representatives.

Fees, Expenses and Other Payments. All Transaction Expenses shall be borne solely and entirely by the Party that has incurred such costs and expenses, except to the extent otherwise specifically set forth in this Agreement.

Fees, Expenses and Other Payments. (a) All costs and expenses incurred in connection with this Agreement, the Merger and the Transactions, and compliance with Applicable Law and Contractual Obligations as a consequence hereof and thereof, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred by the Parties shall be borne solely and entirely by the Party which has incurred such costs and expenses (except as otherwise provided in Section 5.5(e)); provided, however, that all filing fees for all filings made by Pierce Leahy, Iron Mountain or their respective Affiliates in connection with the Transactions that are associated with the Registration Statement and the HSR Act shall be borne one half by each Party. (b) In order to induce Iron Mountain to, among other things, enter into this Agreement, Pierce Leahy agrees that if this Agreement is terminated (A) by Iron Mountain pursuant to Section 7.1(d)(iii) hereof, (B) by Pierce Leahy pursuant to Section 7.1(c)(ii) hereof, or (C) by Pierce Leahy or Iron Mountain pursuant to Section 7.1(b)(ii) hereof and (1) Pierce Leahy's Board of Directors shall have materially modified or withdrawn its approval, determination or recommendation of this Agreement and the Transactions prior to the Pierce Leahy Special Meeting or (2) there shall have been a proposal for an Other Transaction (an "Other Proposal") and such proposal shall not have been withdrawn prior to the Pierce Leahy Special Meeting and within one (1) year thereafter Pierce Leahy enters into a definitive agreement with respect to such Other Proposal (including any definitive agreement relating to an Other Proposal offered by the same proponent or its Affiliate as such Other Proposal), then Pierce Leahy shall promptly pay Iron Mountain a fee of $35 million. Any payment required by this Section 7.5(b) shall be made in same day funds to Iron Mountain by Pierce Leahy no later than five (5) business days following termination of this Agreement by Pierce Leahy or Iron Mountain, as the case may be, or if applicable, within five (5) days after execution of such definitive agreement. (c) In order to induce Pierce Leahy to, among other things, enter into this Agreement, Iron Mountain agrees that if this Agreement is terminated (A) by Pierce Leahy pursuant to Section 7.1(c)(iii) hereof, (B) by Iron Mountain pursuant to Section 7.1(d)(ii) hereof, or (C) by Pierce Leahy or Iron Mountain pursuant to Section 7.1(b)(ii) hereof and (1) Iron Mountain's Board of...

Fees, Expenses and Other Payments. All costs and expenses incurred in connection with this Agreement and the consummation of the Transactions, including without limitation fees and disbursements of counsel, financial advisors and accountants incurred by the parties hereto, shall be borne solely and entirely by the party which has incurred such costs and expenses.

Fees, Expenses and Other Payments. (a) Except as provided in Section 8.5(c), all Expenses (as defined in paragraph (b) of this Section 8.5) incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such Expenses.

Fees, Expenses and Other Payments. (a) All Expenses (as defined in paragraph (b) of this Section 9.5) incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such Expenses; provided, however, that the allocable share of the Acquiror Companies as a group and Company shall be one-half each for all Expenses related to (i) printing, filing and mailing the Offer Documents, the Information Statement, the Schedule 14D-9 and the Company Proxy Statement, (ii) all SEC and other regulatory filing fees incurred in connection with the Offer Documents, the Information Statement, the Schedule 14D-9 and the Company Proxy Statement, and (iii) all fees of preparing and filing appropriate notification under the HSR Act. Notwithstanding the foregoing, (i) if this Agreement is terminated by Acquiror pursuant to Section 9.1(b), then Company shall make a nonrefundable cash payment to Acquiror, within two business days after such termination, in an amount equal to the aggregate amount of all fees and reasonable, documented, out-of-pocket expenses (including with respect to fees, all filing fees and all reasonable attorneys' fees, accountants' fees and financial advisory fees) that have been paid or that may become payable by or on behalf of Acquiror in connection with the preparation and negotiation of the Transaction Documents and otherwise in connection with the Offer and the Merger, provided, however, that such payment shall not exceed $1,000,000, and (ii) if this Agreement is terminated by Company pursuant to Section 9.1(c), then Acquiror shall make a nonrefundable cash payment to Company, within two business days after such termination, in an amount equal to the aggregate amount of all fees and reasonable, documented, out-of-pocket expenses (including with respect to fees, all filing fees and all reasonable attorneys' fees, accountants' fees and financial advisory fees) that have been paid or that may become payable by or on behalf of Company in connection with the preparation and negotiation of the -47- 52 Transaction Documents and otherwise in connection with the Offer and the Merger, provided, however, that such payment shall not exceed $1,000,000.

Fees, Expenses and Other Payments. All California and other sales --------------------------------- and/or use Taxes, documentary or governmental transfer Taxes, recording fees, or other comparable charges levied by any Authority in connection with the purchase and sale of the Meridian Assets and the Meridian Business contemplated hereby, and all ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ filing fees, shall be borne equally by Meridian and ATS. All title insurance costs and expenses shall be borne by Meridian and all Environmental Report costs and expenses shall be borne by ATS, except that in the event this Agreement is terminated pursuant to the provisions of Section 5.8, all such Environmental Report costs and expenses shall be borne by Meridian. All other costs and expenses incurred in connection with this Agreement and the consummation of the Transactions, and in compliance with Applicable Law and Contractual Obligations as a consequence hereof and thereof, including without limitation fees and disbursements of counsel, financial advisors and accountants incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such costs and expenses (with respect to such party, its "Expenses").

Fees, Expenses and Other Payments. (a) In the event the Merger is not consummated, all Expenses (as defined in subsection 7.05(b)) incurred by the Parties shall be borne solely and entirely by the Party that has incurred such Expenses.