Common use of Solicitation Process Clause in Contracts

Solicitation Process. 3.1 In consideration for SABMiller agreeing to consider and/or conduct the Solicitation Process, AB InBev agrees: (a) to promptly reimburse SABMiller upon written demand for all and any of its documented expenses incurred in connection with AB InBev’s request that SABMiller considers the Solicitation Process and (if SABMiller agrees to conduct it) the Solicitation Process and/or the Solicitation Documents (including without limitation all legal fees and expenses, all investment bank advisory fees, all fees and expenses (including legal fees and expenses) of the solicitation agent, tabulation agent and fiscal agent, and all consent fees payable to noteholders by SABMiller pursuant to the Solicitation Process and including in each case any such fees and expenses incurred before the date hereof); and (b) to indemnify and hold harmless SABMiller and its Connected Persons on demand from and against any losses, liabilities and claims of whatever nature, and any costs and expenses suffered or incurred by SABMiller or any of its Connected Persons arising as a result of any claim made against SABMiller or any of its Connected Persons in connection with the Solicitation Process or the Solicitation Documents, except to the extent such losses, liabilities, claims, costs and expenses are finally judicially determined to have arisen from the gross negligence, willful misconduct, bad faith or fraud by SABMiller or any of its Connected Persons. 3.2 For the avoidance of doubt, AB InBev acknowledges and agrees that SABMiller is under no obligation to take any actions in relation to the Solicitation Process.

Solicitation Process. 3.1 In consideration for SABMiller agreeing to consider and/or conduct the Solicitation Process, AB InBev agrees: (a) to promptly reimburse SABMiller upon written demand for all and any of its documented expenses incurred in connection with AB InBev’s request that SABMiller considers the Solicitation Process and (if SABMiller agrees to conduct it) the Solicitation Process and/or the Solicitation Documents (including without limitation all legal fees and expenses, all investment bank advisory fees, all fees and expenses (including legal fees and expenses) of the solicitation agent, tabulation agent and fiscal agent, and all consent fees payable to noteholders by SABMiller pursuant to the Solicitation Process and including in each case any such fees and expenses incurred before the date hereof); and (b) to indemnify and hold harmless SABMiller and its Connected Persons on demand from and against any losses, liabilities and claims of whatever nature, and any costs and expenses suffered or incurred by SABMiller or any of its Connected Persons arising as a result of any claim made against SABMiller or any of its Connected Persons in connection with the Solicitation Process or the Solicitation Documents, except to the extent such losses, liabilities, claims, costs and expenses are finally judicially determined to have arisen from the gross negligence, willful misconduct, bad faith or fraud by SABMiller or any of its Connected Persons. 3.2 For the avoidance of doubt, AB InBev ▇▇▇▇▇ acknowledges and agrees that SABMiller ▇▇▇▇▇▇▇▇▇ is under no obligation to take any actions in relation to the Solicitation Process.