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GENERAL PROVISIONS
10.1
EXPENSES.
(A)
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED FOR IN THIS AGREEMENT:
(I) AS BETWEEN THE PURCHASER AND THE SELLERS, THE PURCHASER, ON THE ONE HAND,
AND THE SELLERS, ON THE OTHER HAND, SHALL BEAR THEIR RESPECTIVE EXPENSES, COSTS
AND FEES (INCLUDING ATTORNEYS', AUDITORS' AND FINANCING FEES, IF ANY) INCURRED
IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING THE
PREPARATION, EXECUTION AND DELIVERY OF THIS AGREEMENT AND COMPLIANCE HEREWITH,
WHETHER OR NOT THE CLOSING IS CONSUMMATED; AND (II) THE SELLERS SHALL CAUSE THE
COMPANY AND THE COMPANY SUBSIDIARIES TO PAY ALL OF THEIR RESPECTIVE EXPENSES,
COSTS AND FEES (INCLUDING ATTORNEYS' AND AUDITORS' FEES, IF ANY) INCURRED PRIOR
TO THE CLOSING IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY.
NOTWITHSTANDING THE FOREGOING, THE PARTIES AGREE AND ACKNOWLEDGE THAT WITHIN TEN
(10) BUSINESS DAYS AFTER THE EXECUTION AND DELIVERY OF THIS AGREEMENT THE
PURCHASER SHALL PAY TO THE COMPANY THE AMOUNT SET FORTH IN SECTION 10.1(A) OF
THE SELLER DISCLOSURE SCHEDULE, AS REIMBURSEMENT OF THE COST AND EXPENSES
INCURRED BY THE COMPANY AND THE COMPANY SUBSIDIARIES IN CONNECTION WITH
PREPARATION OF THE AUDITED FINANCIAL STATEMENTS THAT ARE NOT RELATED TO WORK
THAT WOULD IN ANY EVENT BE REQUIRED IN CONNECTION WITH THE AUDIT OF AIRCAST
INTERMEDIATE HOLDCO AND ITS SUBSIDIARIES FOR THE FULL 2005 FISCAL YEAR FINANCIAL
STATEMENTS (THE "STUB PERIOD AUDIT EXPENSES"), AND, AS BETWEEN THE PURCHASER AND
THE SELLERS, THE STUB PERIOD AUDIT EXPENSES SHALL BE THE RESPONSIBILITY OF THE
PURCHASER AND SHALL NOT BE THE RESPONSIBILITY OF THE SELLERS, THE COMPANY OR ANY
COMPANY SUBSIDIARY.
(B)
IF AFTER THE CLOSING THE COMPANY OR ANY COMPANY SUBSIDIARY
RECEIVES AN INVOICE OR DEMAND FOR PAYMENT OF FEES AND EXPENSES FROM ANY ADVISOR,
LEGAL COUNSEL, ACCOUNTANT OR OTHER PROFESSIONAL FOR SERVICES PERFORMED TO THE
COMPANY OR A COMPANY SUBSIDIARY PRIOR TO THE CLOSING, WHICH AMOUNT WOULD HAVE
BEEN PAID AT THE CLOSING PURSUANT TO SECTION 1.2(B)(III)(A) OR (B) OR (IV)(A) OR
(B) HAD SUCH FEES AND EXPENSES BEEN IDENTIFIED PRIOR TO THE CLOSING, THE
PURCHASER SHALL PROMPTLY NOTIFY THE SELLERS OF SUCH UNPAID FEES AND EXPENSES,
WHICH NOTICE WILL BE ACCOMPANIED BY A COPY OF SUCH INVOICE OR DEMAND FOR
PAYMENT.
(FOR PURPOSES OF THIS SECTION 10.1(B), NOTICE PROPERLY GIVEN TO THE
STOCKHOLDER REPRESENTATIVE WILL BE DEEMED TO ALSO BE NOTICE TO EACH SELLER.)
THE SELLERS SHALL THEREAFTER ASSUME FULL RESPONSIBILITY FOR THE PAYMENT OF SUCH
FEES AND EXPENSES, AND IF THE COMPANY OR ANY COMPANY SUBSIDIARY IS THEREAFTER
COMPELLED TO PAY ANY SUCH AMOUNT, EACH OF THE SELLERS SHALL WITHIN FIVE (5)
BUSINESS DAYS AFTER RECEIPT FROM THE PURCHASER OF NOTICE OF SUCH COMPELLED
PAYMENT, WHICH NOTICE SHALL BE ACCOMPANIED BY REASONABLE EVIDENCE OF THE AMOUNT
PAID AND THE OBLIGATION TO MAKE SUCH PAYMENT, PAY TO THE COMPANY OR A COMPANY
SUBSIDIARY, AS DIRECTED BY THE PURCHASER, THAT PORTION OF SUCH FEES AND EXPENSES
PAID BY THE COMPANY OR SUCH COMPANY SUBSIDIARY WHICH CORRESPONDS TO THE PORTION
OF THE SHARES HELD BY SUCH
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SELLER IMMEDIATELY PRIOR TO