Common use of Break-Up Fee Clause in Contracts

Break-Up Fee. If this Agreement is terminated for any reason except pursuant to Section 10.1(a) or (g), then in consideration of the real and substantial benefits conferred by the Buyer upon the Sellers’ bankruptcy estates by providing a minimum floor bid upon which the Sellers, their creditors and the other bidders were able to rely and in consideration of the time, expense and risks associated with serving as the “Initial Bidder,” including legal fees and expenses, overhead costs, due diligence expenses and other similar expenses related to the negotiation and preparation of this Agreement and of all related transactional documentation, due diligence and representation, the Sellers shall pay to the Buyer at the time of the closing of the sale of the Assets to the successful bidder for the Assets, provided that the Buyer is not then in material default of its obligations under this Agreement, an amount equal to $6,450,000, subject to the approval of the Bankruptcy Court (the “Break Up Fee”). The Sellers and Buyer agree and stipulate that the Buyers have provided a mutual benefit to the Sellers’ estates by increasing the likelihood that the best possible price for the Assets shall be received and that the Break Up Fee is reasonable and appropriate in light of the size and nature of the proposed sale transactions and comparable transactions, the commitments that have been made and the efforts that have and shall be expended by the Buyer and were necessary to induce the Buyer to pursue the transactions contemplated hereby under the terms of this Agreement. The Break Up Fee also shall serve as liquidated damages with respect to any claims the Buyer may have against the Sellers in connection with the Sellers’ failure to close the sale of the Assets to the Buyer as contemplated by this Agreement and Buyers shall provide a release to the Sellers of any and all such claims upon payment of the Break Up Fee.

Break-Up Fee. If this Agreement is terminated for any reason except pursuant to Section 10.1(a) or (g), then in consideration of the real and substantial benefits conferred by the Buyer upon the Sellers’ bankruptcy estates by providing a minimum floor bid upon which the Sellers, their creditors and the other bidders were able to rely and in consideration of the time, expense and risks associated with serving as the “Initial Bidder,” including legal fees and expenses, overhead costs, due diligence expenses and other similar expenses related to the negotiation and preparation of this Agreement and of all related transactional documentation, due diligence and representation, the Sellers shall pay to the Buyer at the time of the closing of the sale of the Assets to the successful bidder for the Assets, provided that the Buyer is not then in material default of its obligations under this Agreement, an amount equal to $6,450,000, subject to the approval of the Bankruptcy Court (the “Break Up Fee”). The Sellers and Buyer Xxxxx agree and stipulate that the Buyers have provided a mutual benefit to the Sellers’ estates by increasing the likelihood that the best possible price for the Assets shall be received and that the Break Up Fee is reasonable and appropriate in light of the size and nature of the proposed sale transactions and comparable transactions, the commitments that have been made and the efforts that have and shall be expended by the Buyer and were necessary to induce the Buyer to pursue the transactions contemplated hereby under the terms of this Agreement. The Break Up Fee also shall serve as liquidated damages with respect to any claims the Buyer may have against the Sellers in connection with the Sellers’ failure to close the sale of the Assets to the Buyer as contemplated by this Agreement and Buyers shall provide a release to the Sellers of any and all such claims upon payment of the Break Up Fee.