Break-Up Expenses. (a) Provided that neither of Dana ox Xxrger Sub is in material breach of their representations, warranties and agreements under this Agreement, (w) if this Agreement is terminated by the Board of Directors of the Company pursuant to Section 8.1(g), (x) if this Agreement is terminated by the Board of Directors of Dana pxxxxant to Section 8.1(e) and any Competing Transaction has been proposed or announced on or after the date hereof, (y) if this Agreement is terminated by Dana pxxxxant to Section 8.1(d)(ii)(x) and any Competing Transaction has been proposed or announced on or after the date hereof, or (z) if within 12 months of the termination of this Agreement by Dana pxxxxant to Section 8.1(b), 8.1(c), 8.1(d)(ii)(x) or 8.1(e), any Competing Transaction is entered into, agreed to or consummated by the Company (any such event specified in clauses (w)-(z) of this Section 8.3, a "Triggering Event"), then the Company shall pay to Dana (xx xo any Subsidiary of Dana dxxxxnated in writing by Dana tx xxe Company) $87,500,000 (the "Termination Fee") (less any Expense Fee that may previously have been paid or is payable in the same circumstances) in same-day funds, on the date of such termination, in the case of clause (w), (x), or (y), or on the earlier of the date an agreement is entered into with respect to a Competing Transaction or a Competing Transaction is consummated in the case of clause (z). In no event shall more than one Termination Fee be payable under this Agreement.
Break-Up Expenses. 7.2.2 Break-Up Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.2.2 Break-Up Fee Tax Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.2.2 Cash Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.1
Break-Up Expenses. 7.2 BREAK-UP EXPENSE TAX OPINION....................................... 7.2 BREAK-UP FEE....................................................... 7.2 BREAK-UP FEE TAX OPINION........................................... 7.2 CERCLA............................................................. 2.10(a) CERTIFICATE OF MERGER..............................................
Break-Up Expenses. 7.2(a) Break-Up Fee......................................................7.2(a) Buyer...........................................................
Break-Up Expenses. The "BREAK-UP EXPENSES" payable to the Company ----------------- or the TCR Representatives, as the case may be (the "RECIPIENT"), shall be an amount equal to the lesser of (i) $1,000,000, (ii) the Recipient's out-of-pocket expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, all attorneys', accountants' and investment bankers' fees and expenses), and (iii) if the Recipient is the Company, the sum of (A) the maximum amount that can be paid to the Company without causing it to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute Qualifying Income, as determined by independent accountants to the Company, and (b) in the event the Company receives a letter from legal counsel (the "BREAK-UP EXPENSES TAX OPINION") indicating that the Company has received a ruling from the Internal Revenue Service holding that the Company's receipt of the Break-Up Expenses would either constitute Qualifying Income or would be excluded from gross income within the meaning of the REIT Requirements or that receipt by the Company of the remaining balance of the Break-Up Expenses following the receipt of and pursuant to such ruling would not be deemed constructively received prior thereto, the Break-Up Expenses less the amount payable under clause (A) above. In the event that the Company is not able to receive the full Break-Up Expenses, the TCR Representatives shall place the unpaid amount in escrow and shall not release any portion thereof to the Company unless and until the TCR Representatives receive any one or a combination of the following: (i) a letter from the Company's independent accountants indicating the maximum amount that can be paid at that time to the Company without causing the Company to fail to meet the REIT Requirements, or (ii) a Break-Up Expense Tax Opinion, in either of which events the TCR Representatives shall pay to the Company the lesser of the unpaid Break-Up Expenses or the maximum amount stated in the letter referred to in (i) above. All funds remaining in the escrow account shall be released to the TCR Representative on the third anniversary of the Effective Date.
Break-Up Expenses. 7.2 BREAK-UP FEE . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.2 BREAK-UP FEE TAX OPINION . . . . . . . . . . . . . . . . . . . . . 7.2
Break-Up Expenses. The "BREAK-UP EXPENSES" payable to the Company or the TCR Representatives, as the case may be (the "RECIPIENT"), shall be an amount equal to the lesser of (i) $1,000,000, (ii) the Recipient's out-of-pocket expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, all attorneys' and accountants' expenses), and (iii) if the Recipient is the Company, the maximum amount that can be paid to the Company without causing it to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code determined in the manner set forth above in Section 14.3(b). Notwithstanding the foregoing, if this Agreement is terminated after the Initial Closing Date but prior to the Development Property Closing Date, the Break-Up Expenses shall be an amount equal to the lesser of (1) $100,000 or (2) the Recipient's out-of-pocket expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, all attorneys' and accountants' expenses) reasonably allocable to the Development Property.
Break-Up Expenses. 7.2(a) Break-Up Fee . . . . . . . . . . . . . . . . . . . . . . . . . . 7.2(a) Buyer . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Break-Up Expenses. 7.2 BREAK-UP FEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.2 BREAK-UP FEE TAX OPINION . . . . . . . . . . . . . . . . . . . . . . . 7.2 C&C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RECITAL W C&C RETAIL . . . . . . . . . . . . . . . . . . . . . . . . . . . RECITAL W C&C/HORIZON CONTRIBUTION AGREEMENT . . . . . . . . . . . . . . . RECITAL W C&C/XXXXXXX AGREEMENTS . . . . . . . . . . . . . . . . . . . . . RECITAL W C&C/PRIME LLC . . . . . . . . . . . . . . . . . . . . . . . . . .
Break-Up Expenses
