Approval of Break-Up Fee. In consideration for Buyer having expended considerable time and expense in connection with this Agreement and the negotiation thereof and the identification and quantification of assets of Sellers, Sellers shall pay to Buyer a break-up fee in the amount of Three Hundred Dollars ($300.00) (the “Break-Up Fee”) promptly upon the effective date of termination of this Agreement in accordance with the provisions of Section 4.4(c).
Approval of Break-Up Fee. In consideration for Purchaser and Xxxxxxx having expended considerable time and expense in connection with this Agreement and the negotiation thereof and the identification and quantification of assets of the Sellers, SVCMC shall pay to Purchaser a break-up fee in an amount equal to one million dollars ($1,000,000) (the “Break-Up Fee”) on the first Business Day following the date of consummation of a transaction that is a Competing Bid (as hereinafter defined) or five (5) Business Days after the valid termination of the definitive agreement therefore, along with and up to four hundred thousand dollars ($400,000) of the reasonable out-of-pocket expenses incurred by Purchaser and Xxxxxxx up to such date (the “Expense Reimbursement”). The Sellers acknowledge and agree that (i) the approval of the Break- Up Fee and Expense Reimbursement is an integral part of the transactions contemplated by this Agreement, (ii) in the absence of SVCMC’s obligation to pay the Break-Up Fee and Expense Reimbursement and its agreement to request such status, Purchaser would not have entered into this Agreement, (iii) the entry of Purchaser into this Agreement is necessary for preservation of the estates of the Sellers and is beneficial to the Sellers, (iv) the Break-Up Fee and Expense Reimbursement are reasonable in relation to Purchaser’s and Xxxxxxx’x efforts and to the magnitude of the transactions contemplated hereby, and
Approval of Break-Up Fee. In consideration for Purchaser having expended considerable time and expense in connection with this Agreement and the negotiation thereof and the identification and quantification of assets of Sellers, (i) if this Agreement is terminated pursuant to Section 4.4(f)(i), Sellers shall pay Purchaser expense reimbursement for reasonable and documented expenses of Purchaser in an amount not to exceed $750,000 (the "Expense Reimbursement") on the Business Day immediately following the date of such termination and, upon consummation of an Alternate Transaction, Sellers shall pay Purchaser a break-up fee in an amount equal to $5,375,000 (the "Break-Up Fee"), (ii) if this Agreement is terminated pursuant to Section 4.4(c), Sellers shall pay Purchaser the Expense Reimbursement on the Business Day immediately following the date of such termination and, if Sellers consummate an Alternate Transaction during the pendency of the Bankruptcy Case, Sellers shall pay Purchaser the Break-up Fee on the date of consummation of such Alternate Transaction and (iii) if this Agreement is terminated pursuant to Section 4.4(f)(ii), Sellers shall pay Purchaser the Expense Reimbursement on the Business Day immediately following the date of such filing.
Approval of Break-Up Fee. In consideration for Purchaser having --------------------------- expended considerable time and expense in connection with this Agreement and the negotiation thereof and the identification and quantification of assets of Seller, Seller shall pay Purchaser a break-up fee in an amount equal to (i) Purchaser's expenses in connection with the transactions contemplated by this Agreement, which amount shall not exceed One Hundred Thousand Dollars ($100,000.00) plus (ii) the amount of Two Hundred Thousand Dollars ($200,000.00) (collectively, the "Break-Up Fee") if Purchaser is not the successful bidder at ------------ the sale, on the first Business Day following the date of consummation of a Competing Bid (as hereinafter defined) if no material breach by Purchaser of this Agreement has occurred. Seller shall, within five (5) Business Days of the date of this Agreement, file with and seek the approval of the Bankruptcy Court of the Bidding Procedures Motion, including the Break-Up Fee.
Approval of Break-Up Fee. In consideration for Purchaser having expended considerable time and expense in connection with this Agreement and the negotiation thereof and the identification and quantification of assets of Sellers, Tamtron shall pay Purchaser a break-up fee in an amount equal to $440,000 (the “Break-Up Fee”) and reimburse Purchaser for reasonable and documented expenses in an amount not to exceed $150,000 on the date of consummation of the transaction set forth in the agreement(s) documenting a Competing Bid (as hereinafter defined) if no material breach by Purchaser of this Agreement has occurred.
