Fees and Expenses. The Company shall have reimbursed the Purchaser, by wire transfer of immediately available funds to such account as the Purchaser shall have confirmed in writing to the Company no later than two (2) Business Days prior to the Initial Closing Date, for all fees and expenses incurred by the Purchaser in connection with the transactions contemplated hereby in accordance with that certain letter between the Company and the Purchaser dated as of ​ (the “Expense Reimbursement Letter”); provided that the amount of such fees and expenses may be satisfied by the Purchaser deducting such amount from the portion of the Aggregate Purchase Price applicable to the Initial Closing Purchase Securities.

Fees and Expenses. Each party will be responsible for all of the legal, accounting and other expenses incurred by such party hereto in connection with the transactions contemplated by this Agreement.

Fees and Expenses. The Administrative Agent and the Lenders shall have received all fees and expenses, if any, owing pursuant to the Fee Letter and [Section 2.09].

Fees and Expenses. In the case of a termination in accordance with [Section 7.1], all Expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses. As used in this Agreement, “Expenses” shall include all out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, financial advisors, financing sources, experts and consultants to a party hereto or any of its Affiliates) incurred by a party or on its behalf in connection with or related to the authorization, preparation, negotiation, execution or performance of this Agreement or any Ancillary Document related hereto and all other matters related to the consummation of this Agreement.

Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.

Fees and Expenses. Each of the Company and the Investors shall be responsible for its own fees and expenses incurred in connection with the negotiation, execution, and effectuation of this Agreement and the transactions contemplated hereby, including, but not limited to attorneys’ fees incurred in connection with the negotiation and execution of this Agreement and all other activities related to the foregoing; provided, however, that the Company shall reimburse the Investors, within five (5) business days of the later of # the Effective Date and # the date that the Company receives reasonable supporting documentation, for its expenses, including legal fees and expenses, as actually incurred in connection with the matters related to the negotiation and execution of this Agreement in an amount not to exceed ​. In addition, the New Director shall waive any Board compensation to which such New Director would otherwise be entitled as consideration for entering into this Agreement.

Fees and Expenses. The Company shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least two days prior to the date hereof.

Fees and Expenses. The Company shall pay on demand all reasonable costs and expenses of the Administrative Agent in connection with the preparation, negotiation, execution, and delivery of this Amendment and any other documents prepared in connection herewith, including, without limitation, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, in each case, as set forth in [Section 10.04(a)] of the Credit Agreement.

Fees and Expenses. The Administrative Agent shall have received evidence of the payment by the Borrower of all fees due and payable to the ​, the Administrative Agent, the Collateral Agent and the Joint Lead Arrangers on or prior to the Effective Date that the Borrower has agreed to pay in connection with this Agreement. The Borrower shall have paid all reasonable expenses (including the legal fees of Mayer Brown LLP) for which invoices have been presented prior to the Effective Date that the Borrower has agreed to pay in connection with this Agreement.

Fees and Expenses. In consideration for the services to be provided by HFG under the terms of this Agreement, HFG shall be entitled to receive from the Company a fee of ​ (the “Fee”). The Company agrees to pay to HFG the amount of ​ for services that it will be required to perform advance of the Going Public Transaction. The balance of the Fee, or ​, less any other advances, shall be shall be immediately payable, via wire-transferred funds, upon the closing date of the Going Public Transaction.