Basis of Reimbursement Fee. The Reimbursement Fee has been calculated to reimburse Brookfield for costs including the following:
(a) fees for legal, financial and other professional advice in planning and implementing the Transaction (excluding success fees);
(b) reasonable opportunity costs incurred in engaging in the Transaction or in not engaging in other alternative transactions or strategic initiatives, including costs arising from Brookfield being associated with a failed transaction and its resulting loss in market position;
(c) costs of management and directors’ time in planning and implementing the Transaction; and
(d) out of pocket expenses incurred by Brookfield and Brookfield’s respective employees, advisers and agents in planning and implementing the Transaction, and the parties agree that:
(e) the costs actually incurred by Brookfield will be of such a nature that they cannot all be accurately ascertained; and
(f) the Reimbursement Fee is a genuine and reasonable pre-estimate of those costs.
Basis of Reimbursement Fee. The Reimbursement Fee has been calculated to reimburse the party claiming the Reimbursement Fee (Recipient) for costs including the following:
(a) fees for legal, financial and other professional advice in planning and implementing the Transaction (excluding success fees);
(b) reasonable opportunity costs incurred in engaging in the Transaction or in not engaging in other alternative acquisitions or strategic initiatives;
(c) costs of management and directors’ time in planning and implementing the Transaction;
(d) out of pocket expenses incurred by the Recipient and the Recipient’s employees, advisers and agents in planning and implementing the Transaction;
(e) any damage to the Recipient’s reputation associated with a failed transaction and the implications of that damages to the Recipient’s business, and the parties agree that:
(f) the costs actually incurred by the Recipient will be of such a nature that they cannot all be accurately ascertained; and
(g) the Reimbursement Fee is a genuine and reasonable pre-estimate of those costs.
Basis of Reimbursement Fee. The Reimbursement Fee has been calculated to reimburse Bidder for costs including the following:
(a) fees for legal, financial and other professional advice in planning and implementing the Transaction (excluding success fees);
(b) reasonable opportunity costs incurred in engaging in the Transaction or in not engaging in other alternative acquisitions or strategic initiatives;
(c) costs of management and directors’ time in planning and implementing the Transaction; and
(d) out of pocket expenses incurred by Bxxxxx and Bidder’s employees, advisers and agents in planning and implementing the Transaction.
Basis of Reimbursement Fee. The amount payable by Xxxxxxxx pursuant to clause 7.2 and EZL pursuant to clause
Basis of Reimbursement Fee. The Reimbursement Fee has been calculated to reimburse each party for costs including the following:
(a) fees for legal, financial and other professional advice in planning and implementing the Transaction (excluding success fees);
(b) reasonable opportunity costs incurred in engaging in the Transaction or in not engaging in other alternative acquisitions or strategic initiatives;
(c) costs of management and directors’ time in planning and implementing the Transaction; and
(d) out of pocket expenses incurred by the each party and its employees, advisers and agents in planning and implementing the Transaction, and the parties agree that:
(e) the costs actually incurred by each party will be of such a nature that they cannot all be accurately ascertained; and
(f) the Reimbursement Fee is a genuine and reasonable pre-estimate of those costs, and each party represents and warrants that it has received written legal advice from its legal advisers in relation to the operation of this clause 12.
Basis of Reimbursement Fee. The amount payable by Complii pursuant to clause 7.2 and Intiger pursuant to clause 7.3 is purely and strictly compensatory in nature and has been calculated to reimburse the receiving party for costs including the following:
(a) fees for legal, financial and other professional advice in planning and implementing the Takeover Bid (excluding success fees);
(b) reasonable opportunity costs incurred in engaging in the Takeover Bid or in not engaging in other alternative or strategic initiatives;
(c) costs of management and directorsˇ time in planning, considering and implementing the Takeover Bid; and
(d) out of pocket expenses incurred by a party's employees, advisers and agents in planning, considering and implementing the Takeover Bid, and the parties agree that:
(e) the costs actually incurred will be of such a nature that they cannot all be accurately ascertained; and
(f) the amount payable is a genuine and reasonable pre-estimate of those costs, and each party represents and warrants that it has received advice from its external legal adviser on the operation of this clause 7.
Basis of Reimbursement Fee. The Reimbursement Fee will be calculated to reimburse Bidder for its actual out-of- pocket costs incurred in pursuing the Transaction, up to a maximum of $200,000, including the following:
(a) fees for legal, financial and other professional advice in planning and implementing the Transaction (excluding success fees); and
(b) out of pocket expenses incurred by Xxxxxx and Xxxxxx’s advisers and agents (which Xxxxxx is liable to pay) in planning and implementing the Transaction, and the parties agree that:
(c) the costs actually incurred by Xxxxxx will be of such a nature that they cannot all be accurately ascertained as at the date of this deed; and
(d) the maximum Reimbursement Fee is a genuine and reasonable pre-estimate of those costs, and Target represents and warrants that it has received written legal advice from its legal advisers in relation to the operation of this clause 12.
Basis of Reimbursement Fee. The Reimbursement Fee has been calculated to reimburse BC Iron or IOH (as applicable) for costs including the following:
(a) fees for legal and financial advice in planning and implementing the Takeover Bid;
(b) reasonable opportunity costs incurred in engaging in the Takeover Bid or in not engaging in other alternative acquisitions or strategic initiatives;
(c) costs of its management’s and directors’ time in planning and implementing the Takeover Bid;
(d) out of pocket expenses incurred by BC Iron or IOH (as applicable) and its employees, advisers and agents in planning and implementing the Takeover Bid, and the parties agree that:
(e) the costs actually incurred by the relevant party under this clause 7 will be of such a nature that they cannot all be accurately ascertained; and
(f) the Reimbursement Fee is a genuine and reasonable pre-estimate of those costs.
