Break-Up Fees and Expenses Sample Clauses

Break-Up Fees and Expenses. (a) Except as otherwise specified in this Section 7.2 or agreed in writing by the parties, all out-of-pocket costs and expenses incurred in connection with this Agreement, the Merger and the other transactions contemplated hereby shall be paid by the party incurring such cost or expense, except that out-of-pocket costs and expenses incurred in connection with printing and mailing the Proxy Statement/Prospectus and the Registration Statement shall be borne equally by Parent and the Company. (b) The Company and the Operating Partnership agree with the Purchaser Parties that: (i) (A) if Parent shall terminate this Agreement pursuant to Section 7.1(d) (Breach by the Company or the Operating Partnership) other than because of a material breach of Section 5.2 (Preparation of Proxy Statement and Registration Statement; Stockholders’ Meeting) or Section 5.3 (No Solicitation of Transactions), then the Company will pay to Parent, or as directed by Parent, 50% of the Break-Up Fee plus the Expenses on the Business Day immediately following such termination; and (B) if Parent shall terminate this Agreement pursuant to Section 7.1(d) (Breach by the Company or the Operating Partnership) because of a material breach of Section 5.2 (Preparation of Proxy Statement and Registration Statement; Stockholders’ Meeting) or Section 5.3 (No Solicitation of Transactions), then the Company will pay to Parent, or as directed by Parent, the BreakUp Fee plus the Expenses on the Business Day immediately following such termination; (ii) if Parent shall terminate this Agreement pursuant to Section 7.1(h) (Change of Recommendation), then the Company will pay to Parent, or as directed by Parent, the Break-Up Fee plus the Expenses on the Business Day immediately following such termination; (iii) if the Company shall terminate this Agreement pursuant to Section 7.1(i) (Superior Competing Transaction), then the Company will pay to Parent, or as directed by Parent, the Break-Up Fee plus the Expenses prior to or simultaneously with such termination; (iv) if either the Company or Parent shall terminate this Agreement pursuant to Section 7.1(b) (Termination Date) prior to the Company Stockholder Meeting being held or Section 7.1(g) (No Company Stockholder Approval), then the Company shall on the date of such termination pay to Parent, or as directed by Parent, an amount equal to the Expenses and, in addition, if (A) after the date hereof and prior to such termination, a Person or “group” (within th...
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Break-Up Fees and Expenses. (a) Except as set forth in this Section 10.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not such transactions are consummated. (b) The principal amount of the Convertible Note shall be increased by $350,000 as liquidated damages, and the Company shall reimburse Parent for all reasonable out-of-pocket expenses and fees, whether incurred prior to, concurrently with or after the execution of this Agreement, in connection with the transaction contemplated by this Agreement, if this Agreement is terminated by either the Company or Parent for any reason other than (i) pursuant to Section 10.1(a) or (h) or (ii) pursuant to Section 10.1(b), (e) or (f) as a result of Parent's breach of this Agreement or inaccuracy of representations or warranties of Parent made in this Agreement. (c) The principal amount of the Convertible Note shall be reduced by $350,000 as liquidated damages if this Agreement is rightfully terminated by the Company pursuant to Section 10.1(b), (e) or (f) as a result of Parent's breach of this Agreement or inaccuracy of representations or warranties of Parent made in this Agreement, provided that the Company were not in breach of any of their agreements, covenants, representations or warranties made in this Agreement.
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Break-Up Fees and Expenses. The Mendik Group agrees that if this Agreement shall be terminated (1) pursuant to Section 8.1(i) and prior to such termination or within one (1) year thereafter one or more members of the Mendik Group or any of its Affiliates executes a definitive agreement with respect to a Competing Transaction which is subsequently consummated (whether within or after one (1) year after the termination) or (2) pursuant to Section 8.1(b), (d), (g) or (h) and within one (1) year thereafter one or more members of the Mendik Group or any of its Affiliates executes a definitive agreement with respect to a Competing Transaction which is subsequently consummated (whether within or after one (1) year after the termination) with a third party (or group acting together) with whom such members of the Mendik Group or any of its Affiliates had substantive discussions regarding a Competing Transaction after February 13, 1997 and prior to any such termination, then Mendik/FW LLC shall pay (provided that neither Vornado nor Vornado Sub was in breach of any of its material obligations hereunder at the time of termination), as directed by Vornado, a fee in an amount equal to the Break-Up Fee (as defined below); provided, however, the Mendik Group shall have no obligation to pay a Break-Up Fee or any Break-Up Expenses (as defined below) if the Mendik Group consummates an initial public offering other than as described in clause (B) below or the
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Break-Up Fees and Expenses. (a) Except as set forth in this Section 11.3, all fees and ------------ expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not such transactions are consummated. (b) The principal amount of the Convertible Note shall be increased by $350,000 as liquidated damages if this Agreement is terminated by either party for any reason other than (i) pursuant to Section 11.1(a), (c) or --------------- --- (j); (ii) pursuant to Section 11.1(b), (f) or (g) as a result of Buyer's breach --- --------------- --- --- of this Agreement or inaccuracy of representations or warranties of Buyer made in this Agreement; or (iii) if the principal amount of the Convertible Note is reduced in accordance with Section 11.3(c)(ii). ------------------- (c) The principal amount of the Convertible Note shall be reduced by $350,000 as liquidated damages if this Agreement: (i) is rightfully terminated by Sellers pursuant to Section 11.1 ------------ (b), (f) or (g) as a result of Buyer's breach of this Agreement or inaccuracy of --------------- representations or warranties of Buyer made in this Agreement, provided that Sellers were not in breach of any of their agreements, covenants, representations or warranties made in this Agreement; or (ii) is terminated by Buyer pursuant to Section 11.1(h) for any --------------- reason other than Buyer's finding in its due diligence investigation that (A) the financial statements filed by @POS with the SEC are inaccurate in any material respect, or (B) any other statement made by @POS in any SEC Report contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statement or facts contained therein not misleading in light of the circumstances under which it was made.
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Break-Up Fees and Expenses. (a) Except as otherwise specified in this Section 8.2 or agreed in writing by the parties, all out-of-pocket costs and expenses incurred in connection with this Agreement and any other transactions contemplated by this Agreement shall be paid by the party incurring such cost or expense. (b) The Company and the Operating Partnership agree that if the Company shall terminate this Agreement pursuant to Section 8.1(g) (Superior Competing Transaction), then the Company shall pay to the Purchaser the Break-Up Fee prior to or simultaneously with such termination. (c) For purposes of this Agreement, the “Break-Up Fee” shall be an amount equal to $25,000,000. Payment of the Break-Up Fee shall be made, as directed by the Purchaser, by wire transfer of immediately available funds.
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Break-Up Fees and Expenses 
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Related to Break-Up Fees and Expenses

  • Costs, Fees and Expenses Except as otherwise specifically provided herein, each party hereto agrees to pay all costs, fees and expenses which it has incurred in connection with or incidental to the matters contained in this Agreement, including without limitation any fees and disbursements to its accountants and counsel; provided, that the Assuming Institution shall pay all fees, costs and expenses (other than attorneys' fees incurred by the Receiver) incurred in connection with the transfer to it of any Assets or Liabilities Assumed hereunder or in accordance herewith.

  • Other Fees and Expenses Borrower shall pay to Agent, for its own account, all charges for returned items and all other bank charges incurred by Agent, as well as Agent's standard wire transfer charges for each wire transfer made under this Agreement.

  • Payment of Fees and Expenses Borrower shall have paid to Lender all fees, charges, and other expenses which are then due and payable as specified in this Agreement or any Related Document.

  • Interest Fees and Expenses (a) Interest on the Revolving Loans, whether bearing interest based on the Chase Bank Rate or LIBOR, shall be payable monthly as of the end of each month. Chase Bank Rate Loans shall be an amount equal to the Chase Bank Rate plus one quarter of one percent (.25%) per annum on the average of the net balances owing by the Company to CIT in the Revolving Loan Account at the close of each day during such month. In the event of any change in said Chase Bank Rate, the rate hereunder for Chase Bank Rate Loans shall change, as of the date of such change, so as to remain one quarter of one percent (.25%) above the Chase Bank Rate. The rate hereunder for Chase Bank Rate Loans shall be calculated based on a 360-day year. CIT shall be entitled to charge the Company's Revolving Loan Account at the rate provided for herein when due until all Obligations have been paid in full. (b) Notwithstanding any provision to the contrary contained in this section 8, in the event that the sum of the outstanding Revolving Loans exceed the lesser of either (x) the maximum aggregate amount available under Sections 3 and 5 of this Financing Agreement or (y) the Revolving Line of Credit: (A) as a result of Revolving Loans advanced by CIT at the request of the Company (herein "Requested Overadvances"), for any one (1) or more days in any month, or (B) for any other reason whatsoever (herein "Other Overadvances") and such Other Overadvances continue for five (5) or more days in any month , the average net balance of all Revolving Loans for such month shall bear interest at the Overadvance Rate. (c) Upon and after the occurrence of an Event of Default and the giving of any required notice by CIT in accordance with the provisions of Section 10, Paragraph 10.2 hereof, all Obligations shall bear interest at the Default Rate of Interest. 8.2 Interest on the Term Loan shall be payable monthly as of the end of each month on the unpaid balance or on payment in full prior to maturity. Chase Bank Rate Loans shall be in an amount equal to the Chase Bank Rate plus one half of one percent (.50%) per annum. In the event of any change in said Chase Bank Rate the rate hereunder for any such Chase Bank Rate Loans shall change, as of the date of such change, so as to remain one half of one percent (.50%) above the Chase Bank Rate. The rate hereunder shall be calculated based on a 360 day year. CIT shall be entitled to charge the Revolving Loan Account at the rate provided for herein when due until all Obligations have been paid in full. Notwithstanding the foregoing, if the Term Loan is not repaid in full by April 1, 2001, the rate of interest set forth in this Section 8.2 shall increase by one-half of

  • Legal Fees and Expenses The parties shall each bear their own expenses, legal fees and other fees incurred in connection with this Agreement.

  • Certain Fees and Expenses (a) Provided that the Fund is not in material breach of its obligations under this Agreement, if the Merger is not consummated for failure of the condition to Closing contained in Section 7.1(f) to be satisfied and, as a result of such failure, CNLRP is obligated to pay the Company a break-up fee pursuant to the terms of the CNLRP Merger Agreement, the Company shall pay to the Fund as follows: (i) if the Fund has waived the condition to Closing contained in Section 7.1(f) and elected to proceed with the Merger, the Company shall pay to the Fund an amount equal to $8,000,000, multiplied by a fraction, the numerator of which shall be the value of the Merger Consideration and the denominator of which shall be the value of the Aggregate Merger Consideration; and (ii) if the Fund has not waived the condition to Closing contained in Section 7.1(f) and the Merger is not consummated, the Company shall pay to the Fund an amount equal to $5,000,000, multiplied by a fraction, the numerator of which shall be the value of the Merger Consideration and the denominator of which shall be the value of the Aggregate Merger Consideration. (b) If this Agreement shall be terminated by the Fund pursuant to Section 8.1(k), the Fund thereupon shall pay to the Company an amount equal to the lesser of (i) 4.0% of the value of the Merger Consideration; and (ii) $20,000,000 multiplied by a fraction, the numerator of which shall be the value of the Merger Consideration and the denominator of which shall be the value of the Aggregate Merger Consideration. (c) If this Agreement shall be terminated by the Company pursuant to Section 8.1(l), the Company shall pay to the Fund an amount equal to the lesser of (i) 4.0% of the value of the Merger Consideration; and (ii) $20,000,000 multiplied by a fraction, the numerator of which shall be the value of the Merger Consideration and the denominator of which shall be the value of the Aggregate Merger Consideration. (d) If this Agreement shall be terminated by the Company pursuant to Section 8.1(n) or by the Fund or the Company on or after June 30, 2005, and as of the date of termination the Transaction Financing Commitment Letter has not been received by the Company, the Company shall pay to the Fund an amount equal to $3,000,000 multiplied by a fraction, the numerator of which shall be the value of the Merger Consideration and the denominator of which shall be the value of the Aggregate Merger Consideration. (e) The payment of the amounts pursuant to this Section 8.4 shall be full compensation for the loss suffered by the Company or the Fund (as applicable) as a result of the failure of the Merger to be consummated (including, without limitation, opportunity costs and out-of-pocket costs and expenses) and to avoid the difficulty of determining damages under the circumstances. Any amount owed by the Company or the Fund pursuant to this Section 8.4 shall be paid by the Company to the Fund or the Fund to the Company (as applicable) in immediately available funds within two (2) business days after the date the event giving rise to the obligation to make such payment occurred. The Company and the Fund each acknowledge that the agreements contained in this Section 8.4 are integral parts of this Agreement; accordingly, if the Fund or the Company (as applicable) fails to promptly pay any amount owed pursuant to this Section 8.4 and, in order to obtain payment, the Fund or the Company (as applicable) commences a suit which results in a judgment against the other for any amounts owed pursuant to this Section 8.4, the losing party shall pay to the prevailing party its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amount owed at the prime rate of Bank of America, N.A. Payment of the fees described in this Section 8.4 shall not be in lieu of damages incurred in the event of breach of this Agreement.

  • Attorneys’ Fees and Expenses Evidence that the costs and expenses (including reasonable attorneys’ fees) referred to in Section 12.1, to the extent invoiced, shall have been paid in full by Borrower;

  • CONTRACT LIMIT, FEES AND EXPENSES changing the not-to-exceed amount of the Contract from FOUR HUNDRED TEN THOUSAND ONE HUNDRED SEVENTY-SEVEN DOLLARS AND ZERO CENTS ($410,177.00) to SIX HUNDRED SEVENTY THOUSAND ONE HUNDRED SEVENTY- SEVEN DOLLARS AND ZERO CENTS ($670,177.00), as approved by the Executive Director on October 31, 2022.

  • Reimbursement of Fees and Expenses The Advisor retains its right to receive reimbursement of any excess expense payments paid by it pursuant to this Agreement under the same terms and conditions as it is permitted to receive reimbursement of reductions of its investment management fee under the Investment Advisory Agreement.

  • Directors’ Fees and Expenses All compensation of directors, other than those affiliated with the Manager, and all expenses incurred in connection with their service;

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