Common use of Breakup Fee; Acquisition Proposals Clause in Contracts

Breakup Fee; Acquisition Proposals. (a) Seller shall pay to Buyer a Breakup Fee (as defined herein), in accordance with the terms of this Section 11.2, in the event that (i) this Agreement is terminated by Buyer pursuant to Section 11.1(e), (ii) as of the date of such termination Seller's Limited Partners shall have given their consent to an Acquisition Proposal submitted by a third party; and (iii) Buyer shall have performed and complied in all material respects with all covenants and agreements required to be performed or complied with by it under this Agreement during the period prior to the first to occur of (x) the date on which Seller's Limited Partners shall have either disapproved the transactions contemplated by this Agreement or given their consent to an Acquisition Proposal submitted by a third party, or (y) the first-occurring date of termination of the Voting Period of Seller during which the Limited Partner Consents for Seller shall not have been obtained. Seller shall pay the Breakup Fee to Buyer by wire transfer of immediately available funds or by certified check (in accordance with Buyer's written instructions) within five (5) Business Days following the date of termination pursuant to Section 11.1(e). For purposes hereof, the "Breakup Fee" means $357,142. (b) In the event that the Closing does not occur and this Agreement is terminated solely as a result of the failure to satisfy the conditions to Closing set forth in Sections 7.7 and 8.6, and within six (6) months following the termination of the applicable Voting Period, Seller receives an Acquisition Proposal from a third party, which Acquisition Proposal Seller intends to submit to its Limited Partners for their approval, Seller shall notify Buyer in writing of the price and other material terms of such Acquisition Proposal, and Buyer shall be entitled, within five (5) Business Days of such notification, to submit a Buyer Acquisition Proposal.

Breakup Fee; Acquisition Proposals. (a) Seller shall pay to Buyer a breakup fee in the amount of $250,000 (the "Breakup Fee (as defined hereinFee"), in accordance with the terms of this Section 11.210.2, in the event that (i) this Agreement is terminated by Buyer pursuant to Section 11.1(e10.1(f), (ii) as of the date of such termination Sellereither of the General Partner's respective Limited Partners shall have given their consent to an Acquisition Proposal submitted by a third party; and (iii) Buyer shall have performed and complied in all material respects with all covenants and agreements required to be performed or complied with by it under this Agreement during the period prior to the first to occur of (x) the date on which Seller's the Limited Partners of either General Partner shall have either disapproved the transactions contemplated by this Agreement or given their consent to an Acquisition Proposal submitted by a third party, or (y) the first-occurring date of termination of the Voting Period of Seller applicable to a General Partner during which the Limited Partner Consents for Seller with respect to such General Partner shall not have been obtained. Seller shall pay the Breakup Fee to Buyer by wire transfer of immediately available funds or by certified check (in accordance with Buyer's written instructions) within five (5) Business Days following the date of termination pursuant to Section 11.1(e10.1(f). For purposes hereof, the "Breakup Fee" means $357,142. (b) In the event that the Closing does not occur and this Agreement is terminated solely as a result of the failure to satisfy the conditions to Closing set forth in Sections 7.7 7.9 and 8.6, and within six (6) months following the termination of the applicable Voting Period, Seller receives an Acquisition Proposal from a third party, which Acquisition Proposal Seller intends the General Partners intend to submit to its their respective Limited Partners for their approval, Seller shall notify Buyer in writing of the price and other material terms of such Acquisition Proposal, and Buyer shall be entitled, within five (5) Business Days of following such notification, to submit a Buyer Acquisition Proposal.

Breakup Fee; Acquisition Proposals. (a) Each Seller shall pay to Buyer a Breakup Fee (as defined herein), in accordance with the terms of this Section 11.2, in the event that (i) this Agreement is terminated by Buyer pursuant to Section 11.1(e11.1(f), (ii) as of the date of such termination Sellerany Limited Partnership's or General Partner's Limited Partners shall have given their consent to an Acquisition Proposal submitted by a third party; and (iii) Buyer shall have performed and complied in all material respects with all covenants and agreements required to be performed or complied with by it under this Agreement during the period prior to the first to occur of (x) the date on which Sellerany Limited Partnership's or General Partner's Limited Partners shall have either disapproved the transactions contemplated by this Agreement or given their consent to an Acquisition Proposal submitted by a third party, or (y) the first-occurring date of termination of the Voting Period of Seller any Limited Partnership or General Partner during which the Limited Partner Consents for Seller such Limited Partnership or General Partner shall not have been obtained. Seller Sellers shall pay the Breakup Fee to Buyer by wire transfer of immediately available funds or by certified check (in accordance with Buyer's written instructions) within five (5) Business Days following the date of termination pursuant to Section 11.1(e11.1(f). For purposes hereof, the "Breakup Fee" with respect to any Seller means a pro rata portion of the aggregate amount of $357,1421,500,000, which shall be determined by allocating the amount of $1,500,000 among Sellers based on the allocation of the aggregate Purchase Price among Sellers. (b) In the event that the Closing does not occur and this Agreement is terminated with respect to a Seller solely as a result of the failure to satisfy the conditions to Closing set forth in Sections 7.7 7.9 and 8.68.6 with respect to such Seller, and within six (6) months following the termination of the applicable Voting Period, such Seller receives an Acquisition Proposal from a third party, which Acquisition Proposal such Seller intends to submit to its or its General Partner's respective Limited Partners Partners, as the case may be, for their approval, such Seller shall notify Buyer in writing of the price and other material terms of such Acquisition Proposal, and Buyer shall be entitled, within five (5) Business Days of such notification, to submit a Buyer Acquisition Proposal.

Breakup Fee; Acquisition Proposals. (a) Each Seller shall pay to Buyer a Breakup Fee (as defined herein), in accordance with the terms of this Section 11.2, in the event that (i) this Agreement is terminated by Buyer pursuant to Section 11.1(e11.1(f), (ii) as of the date of such termination any Seller's Limited Partners shall have given their consent to an Acquisition Proposal submitted by a third party; and (iii) Buyer shall have performed and complied in all material respects with all covenants and agreements required to be performed or complied with by it under this Agreement during the period prior to the first to occur of (x) the date on which any Seller's Limited Partners shall have either disapproved the transactions contemplated by this Agreement or given their consent to an Acquisition Proposal submitted by a third party, or (y) the first-occurring date of termination of the Voting Period of any Seller during which the Limited Partner Consents for such Seller shall not have been obtained. Seller Sellers shall pay the Breakup Fee to Buyer by wire transfer of immediately available funds or by certified check (in accordance with Buyer's written instructions) within five (5) Business Days following the date of termination pursuant to Section 11.1(e11.1(f). For purposes hereof, the "Breakup Fee" with respect to any Seller means a pro rata portion of the aggregate amount of $357,142750,000, which shall be determined by allocating the amount of $750,000 among Sellers based on the allocation of the aggregate Purchase Price among Sellers. (b) In the event that the Closing does not occur and this Agreement is terminated with respect to a Seller solely as a result of the failure to satisfy the conditions to Closing set forth in Sections 7.7 7.9 and 8.68.6 with respect to such Seller, and within six (6) months following the termination of the applicable Voting Period, such Seller receives an Acquisition Proposal from a third party, which Acquisition Proposal such Seller intends to submit to its respective Limited Partners for their approval, such Seller shall notify Buyer in writing of the price and other material terms of such Acquisition Proposal, and Buyer shall be entitled, within five (5) Business Days of such notification, to submit a Buyer Acquisition Proposal.