Approval of Break-Up Fee and Expense Reimbursement Sample Clauses

Approval of Break-Up Fee and Expense Reimbursement. (a) Sellers acknowledge and agree that Purchaser has expended considerable time and expense in connection with this Agreement and the negotiation thereof and the identification and quantification of assets of Sellers. In consideration therefor, Sellers shall file with and seek the approval of the Bankruptcy Court of the Approval Motion, including the Break-Up Fee and Expense Reimbursement, and the entry by the Bankruptcy Court of the Bidding Procedures Order approving the payment of the Break-Up Fee in an amount equal to Five Million Two Hundred Fifty Thousand Dollars ($5,250,000) and the Expense Reimbursement in an amount not to exceed One Million Five Hundred Thousand Dollars ($1,500,000) (not including any amounts previously paid by Sellers) for Purchaser's reasonable out-of-pocket documented expenses incurred in connection with the transactions contemplated hereby and the financing thereof and deeming the Break-Up Fee and the Expense Reimbursement as administrative priority expenses under Sections 503(b) and 507(a)(1) of the Bankruptcy Code. (b) Sellers shall pay to Purchaser the Expense Reimbursement on the first (1st) Business Day after the earlier to occur of (i) Purchaser's termination of this Agreement pursuant to Section 4.4(e) through Section 4.4(m) or Section 4.4(o) and (ii) any of the events specified in Section 7.1(c). (c) Sellers shall pay to Purchaser the Expense Reimbursement (unless previously paid to Purchaser in accordance with Section 7.1(b)) and the Break-Up Fee on the first (1st) Business Day after the earlier to occur of: (i) the Bankruptcy Court enters an order approving an Alternative Transaction; (ii) Outside of the Bidding Procedures, Sellers consummate an Alternative Transaction, provided that Sellers have entered into an agreement for such Alternative Transaction on or prior to twelve (12) months following the date of termination of this Agreement. (d) If on or prior to twelve (12) months following the date of termination of this Agreement Sellers file with the Bankruptcy Court a Restructuring Transaction or enter into a Restructuring Transaction, Sellers shall pay to Purchaser, on the first (1st) Business Day after consummation of such Restructuring Transaction, the Expense Reimbursement and 50% of the Break-Up Fee (in each case if not previously paid to Purchaser in accordance with Section 7.1(b)).
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Approval of Break-Up Fee and Expense Reimbursement. 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, Sellers shall pay Purchaser a break-up fee in an amount equal to two and a half percent (2.5%) of the cash portion of the Purchase Price (the "Break-Up Fee") and an expense reimbursement up to half of a percent (0.5%) of the cash portion of the Purchase Price for Purchaser's documented reasonable out-of pocket expenses (the "Expense Reimbursement"). The Expense Reimbursement shall be payable to Purchaser on the first Business Day following the Bankruptcy Court's approval of a Competing Bid (as hereinafter defined) and the Break-Up Fee shall be payable to Purchaser on the first Business Day following the date of consummation of a Competing Bid if no material breach by Purchaser of this Agreement has occurred. Sellers shall file with and seek the approval of the Bankruptcy Court of the Sale Motion, and the Break-Up Fee and Expense Reimbursement (to the extent not previously approved by the Bankruptcy Court). Sellers agree that the Break-Up Fee and Expense Reimbursement shall constitute administrative priority claims against Sellers' estate under Sections 503(b) and 507(a)(1) of the Bankruptcy Code.
Sample 1
Approval of Break-Up Fee and Expense Reimbursement. In the event that a Competing Bid is consummated, 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 Buyer, in accordance with the terms hereof and, subject to the entry of and terms of the Bidding Procedures Order, a break-up fee in an amount equal to three percent (3%) of the Cash Purchase Price (the “Break-Up Fee” or “Termination Payment”). The Termination Payment shall be paid on the first Business Day following the date 33
Sample 1
Approval of Break-Up Fee and Expense Reimbursement. (i) In the event that this Agreement is terminated by Buyer or Sellers for any reason pursuant to Section 8.1, other than termination pursuant to Section 8.1(a) or Section 8.1(d), 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 Buyer, in accordance with the terms hereof (including Article VIII), the amount of the reasonable and documented expenses of Buyer incurred in connection with the transactions contemplated hereby up to an aggregate amount of $1,000,000 (the “Expense Reimbursement”). The Expense Reimbursement shall be paid on the third Business Day following the date of such termination by wire transfer(s) in immediately available funds to one or more bank accounts of Buyer (or any of its Affiliates) designated in writing by Buyer to Sellers. (ii) In addition to any payments that may be due pursuant to Section 5.4(a)(i), if this Agreement is terminated by (A) Buyer or Sellers pursuant to Section 8.1(b)(ii) at a time when Buyer would have been permitted to terminate pursuant to Section 8.1(e) or Section 8.1(f) or (B) by Buyer pursuant to Section 8.1(c), Section 8.1(e), Section 8.1(f) or Section 8.1(i) then in each case of the foregoing clauses (A) and (B), upon consummation by Sellers of (x) in the case of termination pursuant to Section 8.1(c) only, a transaction or series of related transactions involving the sale, licensing or other disposition of all or any material portion of the Intellectual Property included in the Acquired Assets (other than any such sale of Intellectual Property to the DIP Lenders) or (y) a Competing Bid, Sellers shall also promptly (and in any event within three (3) Business Days of such consummation), pay to Buyer the Break-Up Fee, such payment of the Break-Up Fee to be made by wire transfer(s) in immediately available funds to one or more bank accounts of Buyer (or any of its Affiliates) designated in writing by Buyer to Sellers. (iii) The Parties acknowledge and agree that (A) the Parties have expressly negotiated the provisions of this Section 5.4(a) and the payment of the Break-Up Fee and the Expense Reimbursement are integral parts of this Agreement, (B) in the absence of Sellers’ obligations to make these payments, Buyer would not have entered into this Agreement, and (C) the Break-Up Fee and the Expense Reimbursement shall constitute allowed superprio...
Sample 1
Approval of Break-Up Fee and Expense Reimbursement. Pursuant to the Bidding Procedures Order, if this Agreement is terminated pursuant to Section 8.1(c), Section 8.1(d), Section 8.1(f), Section 8.1(g), or Section 8.1(h), 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 Seller, Seller shall pay Buyer, in accordance with the terms hereof and the Bidding Procedures Order, an amount equal to $500,000 (the “Break-Up Fee”), inclusive of the actual, reasonable, and documented expenses of Buyer incurred in connection with the negotiation, execution, and preparation for the consummation of the transactions contemplated by this Agreement (the “Expense Reimbursement”), by wire transfer of immediately available funds to the account specified by Buyer to Seller in writing. The Expense Reimbursement shall be paid on the first Business Day following termination of this Agreement, and the remaining balance of the Break-Up Fee shall be paid upon consummation of an Alternative Transaction. Nothing in this Section 5.5 shall relieve Buyer or Seller of any Liability for a breach of this Agreement prior to the date of termination. Buyer acknowledges and agrees that payment and delivery of the Break-Up Fee or Expense Reimbursement pursuant to this Section 5.5(a) will constitute liquidated damages and be the sole and exclusive remedy of Buyer and its Representatives and Affiliates whether at Law or in equity, and upon the payment and delivery thereof to Buyer, Buyer and its Representatives and Affiliates will be deemed to have fully released and discharged Seller and its Representatives and Affiliates from any Liability resulting from the termination of this Agreement.
Sample 1

Related to Approval of Break-Up Fee and Expense Reimbursement

  • Expense Reimbursement The Executive shall be entitled to receive reimbursement for all appropriate business expenses incurred by him in connection with his duties under this Agreement in accordance with the policies of the Company as in effect from time to time.

  • Compensation and Expense Reimbursement A. Client will pay the Company, as compensation for the services provided for in this Agreement and as reimbursement for expenses incurred by Company on Client's behalf, in the manner set forth in Schedule A annexed to this Agreement which Schedule is incorporated herein by reference. B. In addition to the compensation and expense reimbursement referred to in Section 2(A) above, Company shall be entitled to receive from Client a "Transaction Fee", as a result of any Transaction (as described below) between Client and any other company, entity, person, group or persons or other party which is introduced to, or put in contact with, Client by Company, or by which Client has been introduced to, or has been put in contact with, by Company. A "Transaction" shall mean merger, sale of stock, sale of assets, consolidation or other similar transaction or series or combination of transactions whereby Client or such other party transfer to the other, or both transfer to a third entity or person, stock, assets, or any interest in its business in exchange for stock, assets, securities, cash or other valuable property or rights, or wherein they make a contribution of capital or services to a joint venture, commonly owned enterprise or business opportunity with the other for purposes of future business operations and opportunities. To be a Transaction covered by this section, the transaction must occur during the term of this Agreement or the one year period following the expiration of this Agreement. The calculation of a Transaction Fee shall be based upon the total value of the consideration, securities, property, business, assets or other value given, paid, transferred or contributed by, or to, the Client and shall equal 5% of the dollar value of the Transaction. Such fee shall be paid by certified funds at the closing of the Transaction.

  • Expense Reimbursements To the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive pursuant to this Agreement shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit.

  • Travel Expense Reimbursement Pricing for services provided under this Contract are exclusive of any travel expenses that may be incurred in the performance of those services. Travel expense reimbursement may include personal vehicle mileage or commercial coach transportation, hotel accommodations, parking and meals; provided, however, the amount of reimbursement by Customers shall not exceed the amounts authorized for state employees as adopted by each Customer; and provided, further, that all reimbursement rates shall not exceed the maximum rates established for state employees under the current State Travel Management Program (xxxx://xxx.xxxxxx.xxxxx.xx.xx/procurement/prog/stmp/). Travel time may not be included as part of the amounts payable by Customer for any services rendered under this Contract. The DIR administrative fee specified in Section 5 below is not applicable to travel expense reimbursement. Anticipated travel expenses must be pre-approved in writing by Customer.

  • FEES; EXPENSES; EXPENSE REIMBURSEMENT The Administrator shall receive from the Funds such compensation for the Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. The Funds agree promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ behalf at the Funds’ request or with the Funds’ consent. Each Fund will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the Funds, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fund’s registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Funds; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the Funds; costs incidental to the preparation, printing and distribution of the Funds’ registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Funds’ tax returns, Form N-1A or N-2 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ and officers’ liability insurance; and cost of independent pricing services used in computing each Fund’s net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds for the acts and omissions of any such person or persons as it is for its own acts and omissions.

  • Reimbursement of Fee Waivers and Expense Reimbursements If on any day during which the Advisory Agreement is in effect, the estimated annualized Fund Operating Expenses of the Fund for that day are less than the Operating Expense Limit, the Adviser shall be entitled to reimbursement by a Fund of the investment advisory fees waived or reduced, and any other expense reimbursements or similar payments remitted by the Adviser to the Fund pursuant to Section 1 hereof (the “Reimbursement Amount”) within three years after the year in which the Adviser waived or reduced investment advisory fees or reimbursed expenses, to the extent that the Fund’s annualized Operating Expenses plus the amount so reimbursed equals, for such day, the Operating Expense Limit, provided that such amount paid to the Adviser will in no event exceed the total Reimbursement Amount and will not include any amounts previously reimbursed.

  • Business Expense Reimbursement During the Term of employment, the Executive shall be entitled to receive proper reimbursement for all reasonable, out-of-pocket expenses incurred by the Executive (in accordance with the policies and procedures established by the Company for its senior executive officers) in performing services hereunder, provided the Executive properly accounts therefore.

  • Course Reimbursement 1. Teachers will be eligible for reimbursement for courses that will enhance the Teacher’s ability to improve student academic performance. 2. To be eligible for reimbursement, courses must be approved by the Professional Growth Committee (employing the program of staff development mandated by the state as an integral part of the Teacher’s recertification process) prior to taking the course; advance approval from the Superintendent of Schools is required. 3. Upon successful completion of the course with a grade of “B” or better, and submission of a transcript or signed official grade report and verification of tuition payment to the Superintendent, the Teacher will be reimbursed for the cost of tuition and registration fees. 4. Payment of course reimbursement is for tuition and related fees only. An individual is entitled to receive 2/3 reimbursement cost for 6 graduate level credits during each year of this contract not to exceed the New Hampshire resident UNH graduate level dollar amount plus any related fees. However, in no event shall the District expend more than $20,000 per contract year for course reimbursement. In the event that requests for course reimbursement exceed $20,000 in a contract year, the following lottery system will apply: Reimbursement will be available in two (2) reimbursement periods. Employees may apply for up to six (6) credits during period 1 after June 30th and prior to October 1st. Employees may apply for up to six (6) during period 2 starting December 1st. The disbursement of funds in period 1 shall not exceed half of the yearly agreed upon amount. Any sums not used during period 1 shall be rolled into period 2. Anyone applying during period 1 who has met the period 1 deadline will have their application considered. If the total of the requests is more than the designated monetary amount, then a lottery system will ensue to determine which applications receive the money. Those whose applications were not selected in period 1 will be eligible to submit again during period 2. If the total of the requests for period 2 is more than the designated monetary amount, then a lottery system will ensue to determine which applications receive the money. The disbursement in period 2 shall not exceed the total agreed upon amount. Applications for reimbursement in period 2 may not have received any previous reimbursement during period 1 unless there are unexpended funds in period 2. Also, if an applicant received funds in period 1, that application may not cause a lottery to occur in period 2. 5. Advance Payment Plan - The District will prepay for any course that has been approved by the Professional Growth Committee (employing the program of staff development mandated by the state as an integral part of the Teacher's recertification process). Each participating Teacher will enter into an Agreement with the District to submit receipts, grades, and other paperwork for the course that was prepaid. The Teacher will agree in writing to keep his/her advanced payment account records up- to-date. If the Teacher fails to fulfill the requirements of the advanced payment plan, the Teacher agrees that the District will withhold any balance due the District from the last paycheck under the Teacher's contract.

  • Business Expense Reimbursements During the Term, the Company shall promptly reimburse Executive for Executive’s reasonable and necessary business expenses in accordance with the Company’s then-prevailing policies and procedures for expense reimbursement (which shall include appropriate itemization and substantiation of expenses incurred).

  • Closing Fees, Expenses, etc The Administrative Agent shall have received for its own account, or for the account of each Lender, as the case may be, all fees, costs and expenses due and payable pursuant to Sections 3.3 and 10.3, if then invoiced.

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